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HomeMy WebLinkAboutCity of Tamarac Resolution R-2011-132Temp. Reso. # 12103 November 9, 2011 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2011 ,' j A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE UTILIZATION OF EXISTING CONTRACT NO. 07-C-071 AWARDED TO ROOF DOCTORS — SOUTH FLORIDA, INC., BY THE CITY OF CORAL SPRINGS TO PROVIDE VARIOUS ROOFING SERVICES, FOR THE ROOF REPLACEMENT AT CITY HALL, FOR AN AMOUNT NOT TO EXCEED $261,100; A CONTINGENCY IN THE AMOUNT OF $38,900, FOR A TOTAL PROJECT BUDGET OF $300,000; AUTHORIZING AN EXPENDITURE FROM THE APPROPRIATE ACCOUNTS; AUTHORIZING BUDGET AMENDMENTS AS NEEDED FOR PROPER ACCOUNTING PURPOSES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac strives to keep its public facilities and buildings maintained in a high level for its residents, citizens, and employees; and WHEREAS, the roof of City Hall located at 7525 NW 88th Avenue, is in need of replacement due to normal deterioration resulting from time and weather; and WHEREAS, the timely replacement of the roof at City Hall is important for the long term care and maintenance of the building and will prevent costlier and more complex repairs in the future; and WHEREAS, funding for the roof replacement at City Hall exists in the amount of $300,000; and 1 Temp. Reso. # 12103 November 9, 2011 Page 2 WHEREAS, on May 8, 2007, the City of Coral Springs awarded Contract No. 07-C- 071 to Roof Doctors — South Florida, Inc., a subsidiary company of Roofing Concepts Unlimited, Inc., (RCU) for roof maintenance, repair, replacement, and related services. WHEREAS, the agreement was recently renewed for a term to end on May 31, 2013, a copy of said Contract Agreement is included herein as Attachment A to "Exhibit 1" ; and WHEREAS, it is the recommendation of the Interim Director of Public Works and Purchasing and Contracts Manager to approve the roof replacement at City Hall, at a cost not to exceed $261,100.00, with a contingency in the amount of $38,900 being added to the Project Account, for a total project budget of $300,000, per the vendor's quotation a copy of which is attached hereto as Attachment B to "Exhibit 1 ", utilizing the City of Coral Springs Contract Agreement No. 07-C-071 for roof maintenance, repair, replacement, and related services; and WHEREAS, the City Commission of the City of Tamarac, deems it to be in the best interest of the citizens and residents of the City of Tamarac for the appropriate City Officials to award and execute an Agreement with Roof Doctors — South Florida, Inc., a subsidiary company of Roofing Concepts Unlimited, Inc., (RCU) utilizing Contract #07-C- 071, awarded by the City of Coral Springs for the roof replacement at City Hall, at a cost not to exceed $261,100.00, with a contingency in the amount of $38,900 being added to the Project Account, for a total project budget of $300,000, the Agreement included herein as Exhibit °1". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: 1 1 1 Temp. Reso. # 12103 November 9, 2011 Page 3 SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. All Exhibits attached hereto are hereby incorporated herein and made a specific part of this resolution. SECTION 2: The purchase of the roof replacement at City Hall, at a cost not to exceed $300,000, utilizing the City of Coral Springs Contract No. 07-C-07 for roof maintenance, repair, replacement, and related services, copy of which is attached hereto as "Exhibit 1 ", is hereby approved. SECTION 3: The appropriate City Officials are hereby authorized to award and Execute an Agreement in the amount of $261,100 with Roof Doctor — South Florida, Inc., for the roof replacement at City Hall, . SECTION 4: An Expenditure in an amount not to exceed $300,000, including a contract amount of $261, 100 and a project contingency in the amount of $38,900for said purpose is hereby approved. SECTION 5: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 6: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso. # 12103 November 9, 2011 Page 4 SECTION 7: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this day of '-ate ,2011. ATTEST: P� -me-MAi� •- . • CITY CLERK. 0IF TA 41 �Alg9 m ESTABLISHED*: - 1963 SEAL I HEREBY CER4Y''fi 4A`i I HAVE APPROVED THIS RESOLUTION AS TO FORM. JZV SAMWEL S. GOREN CITY ATTORNEY pmm_'�_ �'L(( PAMELA BUSHNELL MAYOR RECORD OF COMMISSION VOTE: MAYOR BUSHNELL 6j DIST 1: COMM. SWENSQf4 DIST 2: V/M GOMEZ DIST 3: COMM. GLASSER DIST 4: COMM. DRESS LER- 1 1 1 Purchasing and Contracts DIvIsron AGREEMENT BETWEEN THE CITY OF TAMARAC AND ROOF DOCTORS -- SOUTH FLORIDA, INC. THIS AGREEMENT is entered into on QC 6 f !420 (L between the City of Tamarac, a municipal corporation with principal offices located at 7525 NW 88' Avenue, Tamarac, Florida 33321 (City) and Roof Doctors — South Florida, Inc, a Florida corporation with principal offices located at 11820 NW 418t Street, Coral Springs, Florida 33065 (Contractor) for the purpose of providing roofing services for the City Hall Roof to the City of Tamarac. The parties hereby agree to the following terms and conditions. In return for valuable consideration in the amount of $261,100, Contractor shall comply with the terms and conditions within the City of Coral Springs Contract #07-C-071 attached hereto as Exhibit A. All terms and conditions of the contract documents set forth in Exhibit A are incorporated herein as if set forth in full, except as modified by the proposal specific to the City of Tamarac as set forth in Exhibit B attached hereto and incorporated herein as if set forth in full. 2. Upon execution of this Agreement, all references made to the City of Coral Springs Contract #07-C-071 in Exhibit A and Exhibit B shall be interpreted as pertaining to the City of Tamarac, and all terms and conditions of Exhibit A and Exhibit B shall be deemed as having been implemented for use within the City of Tamarac. It is understood that wherever the words "agency name" or "agency board name" appear, they shall be read as "City of Tamarac" and "City of Tamarac Commissioners". 3. This agreement, Exhibit A and Exhibit B constitute the entire agreement between the City and the Contractor. In the event of a conflict between these documents, this Agreement shall prevail, followed in precedence by Exhibit B and Exhibit A in that order. 4. Contract Sum and Payments: The Contract Sum for the above work is Two Hundred Sixty -One Thousand, One Hundred Dollars and no cents ($261,100). All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VI I, Chapter 218. 5. Insurance: In addition to the insurance requirements stated in the City of Coral Springs Agreement, Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other insurance as required by the City. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. The following minimal insurance coverage shall be provided: a. Worker's Compensation Insurance: The Contractor shall procure and maintain for the life of this Agreement, Workers' Compensation. Insurance covering all U7, ® Purchasing and Contracts pivrson employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub -consultant that does not have their own Workers' Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Tamarac, executed by the insurance company. Sixty-(60) days notice of cancellation is required and must be provided to the City of Tamarac via Certified Mail. b. Comprehensive General Liability: The Contractor shall procure and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. c. Business Automobile Liability: The Contractor shall procure and maintain, for the life of the Agreement, Business Automobile Liability Insurance. d. The Minimum Limits of Coverage shall be $1,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. e. Professional Liability (Errors and Omissions) Insurance: $1,000,000. f. The City must be named as an additional insured for General Liability coverage unless Owners and Contractors' Protective Coverage is also provided, or required. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. g. The minimum limits of coverage shall be $1,000,000 per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" type policy. The City must be listed as an Additional Insured under the Policy. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. h. In the event that sub -contractors used by the Contractor do not have insurance, or do not meet the insurance limits, Contractor shall indemnify and hold harmless the City for any claim in excess of the sub -consultants' insurance coverage, arising out of negligent acts, errors or omissions of the sub -contractors. i. Contractor shall not commence work under this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by the City. j. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for iii r r 7 rn ,�r,:rc Purchasing and Contracts Divisrnn payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 6. Indemnification: a. The Contractor shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. b. Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. c. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. d. The City and Consultant recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Consultant and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 001100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Consultant. Furthermore, the City and Consultant understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Consultant's responsibility to indemnify. e. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. f. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 7. Non -Discrimination & Equal Opportunity Employment: During the performance of the Contract, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. The Consultant will take affirmative action to ensure that "ity or ;rir xr; is Purchasim and Coottacts Division employees are treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Consultant further agrees that he/she will ensure that Sub -consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 8. Independent Contractor: This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 9. Assignment and Subcontracting: Contractor shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 10. Termination: a. Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Contractor for such termination in which event the Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify the city against loss pertaining to this termination. b. Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the 05 c:;rty or 7,:rmar,:ai' Purrhasuuy and Contracts Division Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. 11. Agreement Subject to Funding This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 12. Venue: This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 13. Signatory Authority: The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 14. Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 15. No Construction Against Drafting Party: Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 16. Notice: Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person; sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services or by messenger service, addressed to the party for whom it is intended at the following addresses. M) .'al, of 1r 179f. i CITY City Manager City of Tamarac 7525 NW 88'h Avenue Tamarac, FL 33321 With a copy to Cily Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONTRACTOR Roof Doctors - South Florida, Inc. 11820 NW 41$ St. Coral Springs, FL 33065 ATTN: Michael Jacobazzi, President (954) 786-9350 (954) 786-9357 (Fax) Purchasmg and Contracts Division REMAINDER OF PAGE INTENTIONALLY BLANK 2 Pur'chasmg and Contracts Division IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONTRACTOR, signing by and through its President duly authorized to execute same. ATTEST: Peter M.J. Rich#rdson, CRM, CIVIC City Clerk Date `\\\ of TAA4��i%,�� W . ESTABLISHED Q 1963 C>' SEAL A EST:Cc ®` /1,/11jfi1i11\��� Signature of 7aA ' —1 � c C b-6 77 -7 t' Type/Print Name of Corporate Secy. CITY OF TAMARAC Pamela Bushnell, Mayor It/ /0 1w ichael C. Cernech, City Manager Date ...--- Approved as form and legal sufficiency: City Attorn y Date ROOF DOCTORS — SOUTH FLORIDA, INC. Company Name Signature of Pr si t/O Michael Jacobazzi Type/Print Name of President/Owner 1a•q-90 Date rk No Text i...,'/tv or 1 All)�9la3 CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA: :SS COUNTY OFF,,, -,-A Purchasing and Contracts (division I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Michael Jacobazzi, President of Roof Doctors - South Florida, Inc. a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this 4 day of C��.�a� a,r , 200y MICHAEL LEVINE l'(��;YNp(/B z; MY COMMIS510N #D0871171 yY EXPIRES: JUL 01, 2013 Si nature of Notary Public Bonded through 1st State Insurance State of Florida at Large Print, Type or Stamp Name of Notary Public Personally known to me or Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. SECOND AMENDMENT TO SERVICES AGREEMENT FOR ROOF MAINTENANCE, REPAIR, REPLACEMENT AND RELATED SERVICES BETWEEN CITY OF CORAL SPRINGS AND ROOF DOCTORS — SOUTH FLORIDA, INC. IS AMENDMENT TO AGREEMENT, made and entered into the day of 2011, by and between: CITY OF CORAL SPRINGS, FLORIDA a municipal corporation 9551 West Sample Road Coral Springs, Florida 33065 (hereinafter referred to as "CITY") AND ROOF DOCTORS - SOUTH FLORIDA, INC. a Florida corporation 11820 NW 41" Street Coral Springs, Florida 33305 (hereinafter referred to as "CONTRACTOR") WHEREAS, on May 8, 2007, the City entered into an agreement with Roof Doctors --- South Florida, Inc.; and WHEREAS, on May 5, 2009 the CITY and CONTRACTOR amended the Agreement to extend the terns to May 31, 2011; and WHEREAS, the current Agreement will terminate on May 31, 2011 and the City has the option to renew for one (1) additional two (2) year term; and WHEREAS, both parties are desirous of extending the term of the Agreement- and WHEREAS, the parties agree as follows: Section 1. The recitals and findings set forth above are hereby adopted by reference and incorporated herein as if fully set forth in this section. Section 2. The Term of this Agreement is hereby extended to May 31, 2013. Section 3. Section 3, Compensation, shall be amended to add the following: 3.2 CONTRACTOR shall be paid an amount not to exceed two hundred thousand dollars t$200,000.00} per fiscal year for the period. rune 1, 2011 to May 31, 2013. Any work done or services performed by CONTRACTOR after said maximum amount of fees has been incurred shall be at CONTRACTOR'S risk and CITY second amendment/roof services roof doctors — south flodda, Inc. Doc. 103883, Vile I1-0011(29) Iftc I of 4 shall not be responsible for payment to CONTRACTOR of any fees in excess of the amount stated in this paragraph, unless prior authorization, in writing, has been approved by CITY. Section 4. All other conditions and terms of the original Agreement as amended, not specifically amended herein, shall remain in full force and erect. section 5. SEVERABII.,TIE"'i' Should any part, term or provision of this Amendment be by the courts decided to be illegal or in conflict with any law of the State, the validity of the remaining portions or provisions shall not be affected thereby. Section 6. This Second Amendment shall be effective upon the approval of the City Commission. (BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK) Second ameadrncnt/roof servicca roof doctors — south florida, inc. Doc. 103883, File 11 0011(29) rage 2 of IN Wl"X NESS WHEREOF, THE CITY OF CORAL,, SPRJNGS AND ROOF DOCTORS — SOUTH FLORIDA, INC., have caused these present to be executed in their respective names by the proper officials the day and year first above written. CI'.CT OF CORAL SPRINGS, FLORIDA ( m4x -- ATTEST: JOSEPHINE CHA.VEZ, CRM, CITY CLE APPROVED AS TO FORM ��a .1t.c.._d�-,1 n ASS"TAC&Y ATTORNEY STATE OF FLORIDA. COUNTY OF BROWARD The foregoing instrument was acknowledged before me, the undersigned Notary Public in and for the State of Florida, on this, the — day of 2011, by Josephine Chavez, CRM and Roy Gold, City Clerk and Mayor, i4pectively. rotary Public, State o Flo' Lida NOTARY PUBLIC SEAL OF OFFICE NOTARY pUBLIC�-STATE OF�P�WRMA j it%Commission # EE074350 Expires: MAR. 16, 26I5 BONDED TAU AT 4Ah-nC BONDING OD-, TMtC. Second arnendrnent/roof services roof doctors -- soudl florida, inc. Doe. 103983, file 11-0011(29) Page 3 of 4 -11i Ji_ Lees Printed, typed, or stamped name of Notary Public exactly as commissioned Individuals who sighed are personally known: No identification produced a r f f it ROOF DOCTORS - SOUTH I+'LORIDA, INC. r Date: • / '40 Stateof (tovr,c�A County of %r 0W� On this, the 1 'A._ day of A �J — 2011, before me, the undersigned Notary Public of the State of �r\or,o P the foregoing ingtrument was acknowledged by (name), -Prg. ,- ,.4 ,,, (title) of Roof Doctors - South Florida, Inc., a Florida corporation, on behalf of the corporation. WnM-SS my hand and official seal Notary Pub , tate f f L o r + Ap M MICHAEL LI VINE In MYC0MMIS8I0N#DI)87i171 EXPIRES:JUL 01,2013 ande�Flh Printed, . pal -or stamped name pf otary Public oxactly as commissioned Paarsanally lclaown toto � or Frn ue ideut"IIcation: (type of identification produced) ,Second umendmendroof services roof doctors — south florlda, Inc. Clot. 103883, File 11-0011(29) Page 4 of 4 AMENDMENT TO SERVICES AGREEMENT FOR ROOF MAINTENANCE, REPAIR, REPLACEMENT AND RELATED SERVICES BE, CITY OF CORAL SPRINGS AND ROOF DOCTORS — SOUTH FLORIDA, INC. THIS AMENDMENT TO AGREEMENT, made and entered into the (S day of 2009, by and between: CITY OF CORAL SPRINGS, FLORIDA a municipal corporation 9551 West Sample Road Coral Springs, Florida 33065 (hereinafter referred to as "CITY") AND ROOF DOCTORS — SOUTH FLORIDA, INC. a Florida corporation 11820 NW 41st Street Coral Springs, Florida 33065 (hereinafter referred to as "CONTRACTOR") WHEREAS, on May 8, 2007, the City entered into an agreement with Roof Doctors --- South Florida, Inc.; and WHEREAS, the Agreement provides for an option to renew for two (2) additional two (2) year time periods and therefore it is in the best interest of both parties to extend the term of the Agreement; and WHEREAS, the parties anticipate services performed by CONTRACTOR will increase during this two (2) year renewal period; and WHEREAS, the parties agree as follows: Section 1. The recitals and findings set forth above are hereby adopted by reference and incorporated herein as if fully set forth in this section. Section 2. The Term of this Agreement is hereby extended to May 31, 2011, Section 3. Section 3, Compensation, shall be amended to read as follows: SECTION 3 COMPENSATION 3.1 CONTRACTOR. shall be paid an amount not to exceed one t.—A—Ad�y tkaa�el two hundred thousand dollars ($200,000.00). Any work done or services performed by CONTRACTOR after said maximum amount amendment/roof services roof doctors — south florids, ino. Doc. 94519, File 09-0131 Page I of 4 of fees has been incurred shall be at CONTRACTOR'S risk and CITY shall not be responsible for payment to CONTRACTOR of any fees in excess of the amount stated in this paragraph, unless prior authorization, in writing, has been approved by CITY. Section 4. All other conditions and terms of the original Agreement, not specifically amended herein, shalt remain in full force and effect. Sections. SEVERABILITY Should any part, term or provision of this Amendment be by the courts decided to be illegal or in conflict with any law of the State, the validity of the remaining portions or provisions shall not be affected thereby. Sectiond. This Amendment shall be effective upon execution of both parties. (BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK) amondmcnt(roof services roof doctors w south tlorida, inc. Doc. 94519, File 09-0131 Page 2 of 4 IN WITNESS WHEREOF, THE CITY OF CORAL SPRINGS AND ROOF DOCTORS --- SOUTH FLORIDA, INC., have caused these present to be executed in their respective names by the proper officials the day and year first above written. CITY OF CORAL SPRINGS, FLORIDA I. r SCOTT J. BROOK, MAYOR FA PETER M.L faI A A DSON, CRM, CITY CLERK APPROVED AS TO FORM ASSI T�CIYORNEY STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me, the undersigned Notary Public in and for the State of Florida, on this, the day of , 2009, by Peter 141 Richardson, CRM and Scott I. Brook, City Clerk Mayor, respectively. NOTARY PUBLIC SEAL OF OFFICE ,r�r ► NigD of Florida(3M474172C amendment/roof services roo£dootors-- south florlda, inc. Doc. 9019, File 09-0131 Page 3 o£4 r Notary b lc, Late Florida Printed, typed, or stamped name of Notary Public exactly ascommissioned Individuals who signed are personally known., No identification produced ROOF DOCTORS -- SOUTII FLORIDA, INC. State State of F l�.r"+� County of "t r�4vc r On this, the day of 2009, before me, the undersigned Notary Public of the State of the foregoing instrument was acknowledged by M ; Al (name), '�'� '�'4 ,Q -A (title) of Roof Doctors --- South Florida, Inc., a Florida corporation, on behalf of the corporation. WITNESS my hand and official seal Notary Public, State of i «' * MICHAEL LGVINF DAY COMMISSION #1)0406028 � z I:XP1110 : JUL 01. 2009 Public exactly as commissioned Personally known to me, or Produced identification: (type of identification produced) amendment/mof services roof doctors -- south Florida, ine. Doc. 94519, File 09.0131 Page 4 of 4 SERVICES AGREEMENT FOR ROOF MAINTENANCE, REPAIR REPLACEMENT AND RELATED SERVICES THIS AGREEMENT, made and entered into the _day of , 2007 by and between: CITY OF CORAL SPRINGS, FLORIDA a municipal corporation 9551 West Sample Road Coral Springs, Florida 33065 (hereinafter referred to as "CITY") AND ROOF DOCTORS — SOUTH FLORIDA, INC. a Florida corporation 11820 NW 4IST Street Coral Springs, Florida 33065 (hereinafter referred to as "CONTRACTOR") IN CONSIDERATION of the mutual covenants and undertakings and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties do mutually covenant and agree as follows: SCOPE OF SERVICES L l CONTRACTOR shall furnish and provide all labor, materials, equipment, supplies, transportation, shop facilities, and any other requirement necessary to inspect and perform the required work at various City owned buildings. 1.2 CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying CONTRACTOR'S best skill, attention and expertise. CONTRACTOR shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures of construction. CONTRACTOR shall be responsible to see that the finished Work complies accurately with the Contract. 1.3 CONTRACTOR shall provide and pay for competent, suitably qualified personnel to perform the work as required by the contract documents. CONTRACTOR shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. CONTRACTOR shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the work or property at the site, all work at the site shall be performed during regular working hours, 8:00 roofing maintenance, etc. Roof Doctors — South Florida, Inc doc: 85134 (file 2007-170) Page 1 of 16 a.m. to 5:00 p.m. and CONTRACTOR will not permit overtime work or the performance of work on Saturday, Sunday or any holiday observed by CITY without CITY'S written consent, except for an emergency call -out during non -business hours. 1.4 CONTRACTOR shall furnish, pay for and assume full responsibility for all materials, equipment, transportation, machinery, tools, appliances, and all other facilities and services necessary for the furnishing, performance, and proper completion of the work. 1.5 CONTRACTOR shall be fully responsible to CITY for all acts and omissions of the CONTRACTOR'S employees, subcontractors, suppliers and other persons directly or indirectly employed by his subcontractors, suppliers and of persons for whose acts any of them may be liable and any other persons and organizations performing or furnishing of the work under a direct or indirect contract with CONTRACTOR. Nothing in the Contract shall create any contractual relationship between CITY and any such subcontractor, supplier or other person or organization, nor shall it create any obligation on the part of CITY to pay or to see to the payment of any moneys due any such subcontractor, supplier or other person or organization except as may otherwise be required by laws and regulations. 1.6 CONTRACTOR shall comply with and give all notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to the performance of the work. CITY shall not be responsible for monitoring CONTRACTOR'S compliance with any laws and regulations. CONTRACTOR shall promptly notify CITY if the Contract terms are observed by CONTRACTOR to be at variance therewith. 1.7 CONTRACTOR shall confine equipment, the storage of materials and equipment and the operations of workers to the project site and areas identified in and permitted by the contract documents and shall not unreasonably encumber the premises with equipment or other materials. 1.8 CONTRACTOR shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the work or adjacent property to stresses or pressures that will endanger it. 1.9 CONTRACTOR shall not subcontract or otherwise engage subcontractors to perform the required services without prior written consent of CITY. 1.10 EMERGENCY CALL OUTS: For emergency call -outs, CONTRACTOR shall physically respond to the designated location within two (2) hours during regular business hours and physically respond to the designated location within four (4) hours during other than regular business hours. roofing maintenance, etc. Roof Doctors — South Florida, Ino doc: 95I34 (file 2007-170) Page 2 of 16 2. TERM 2.1 This Agreement shall be effective upon the approval of the City Commission and shall terminate on May 31, 2009 unless otherwise terminated pursuant to Section 12 of this Agreement. CITY reserves the right to renew this contract for two (2) additional two-year periods based on CONTRACTOR'S level of performance and approved and available funding. Prior to commencement of work, CONTRACTOR shall meet with applicable CITY staff for a pre -construction meeting. COMPENSATION 3.1 CONTRACTOR shall be paid an amount not to exceed one hundred and fifty thousand dollars ($150,000.00). Any work done or services performed by CONTRACTOR after said maximum amount of fees has been incurred shall be at CONTRACTOR'S risk and CITY shall not be responsible for payment to CONTRACTOR of any fees in excess of the amount stated in this paragraph, unless prior. authorization, in writing, has been approved by CITY. 3.2 CONTRACTOR shall submit invoice upon completion of the work and itemized as to quantity, description, and applicable discount (if any) to: Director of Public Works City of Coral Springs 9551 West Sample Road Coral Springs, FL 33065 Invoice must clearly indicate the City of Coral Springs' name, address to which the services were provided and the correct purchase order number. CONTRACTOR'S invoices shall be based up on the rates as designated in Exhibit "A", attached hereto and incorporated herein. 3.3 Payment shall be made by CITY within thirty (30) calendar days after receipt and approval of the invoice and CITY has accepted the work. 4. TAXES 4.1 CONTRACTOR shall pay all applicable sales, consumer use and other similar taxes required by law. 5. PATENTS 5.1 CONTRACTOR shall pay all license fees and royalties and assume all costs arising out of or from the use of any invention, design, process, product or device which is the subject of patent rights of copyrights held roofing maintmence, etc. Roof Doctors — South Florida, Inc doc: 95134 (file 2007-170) Page 3 of 16 by others and used in the performance of the work which is the subject of this Agreement. 6.1 G ,N�, UAL INDEMNI1rICATION: CONTRACTOR shall indemnify, defend, save and hold harmless the CITY, its officers, agents and employees, from all claims, damages, losses, liabilities and expenses direct, indirect or consequential, arising out of or alleged to have arisen out of or in consequence of the operations of the CONTRACTOR or his subcontractors, agents, officers, servants, independent contractors or employees pursuant to this Agreement, specifically including but not limited to those caused by or arising out of (a) a defective condition in any goods or services provided pursuant to this Agreement, whether patent or latent; (b) any act, omission, default or negligence of the CONTRACTOR in the provision of the services and goods under this Agreement; (c) the use of any improper or nonconforming materials; (d) the breach of any warranty and/or term of this agreement by CONTRACTOR (e) the violation of federal, state, county or municipal laws, ordinances or regulations by CONTRACTOR. 6.2 PATENT AND Q2PYJUGHJ jNDF,,,MNM'1G, ATIQN: CONTRACTOR shall indemnify, save and hold harmless, the CITY, its officers, agents and employees from all claims, damages, losses, liabilities and expenses arising out of an alleged infringement of copyrights, patent rights, the unauthorized or unlicensed use of any material, property or other work in connection with the performance of the services provided pursuant to this Agreement. 6.3 CONTRACTOR shall pay all claims, losses, liens, fines, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to reasonable attorney's fees and court and arbitration costs. These indemnifications shall survive the tern of this Agreement. 6.4 CONTRACTOR shall defend all actions in the name of CITY when applicable, however, CITY reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of CONTRACTOR under this indemnification agreement. Nothing contained herein is intended not shall be construed to waive CITY'S rights and immunities under the common law or Florida Statutes 768.28 as amended from time to time. roofing maintenance, etc. Roof Doctors — South Florida, Inc doe: 95134 (file 2007.170) Page 4 of 16 N 7. WARRANTIES 7.1 Warranty of MrdMhantabili v: CONTRACTOR warrants that all equipment and materials to be supplied pursuant to the Agreement will be merchantable, of good quality and free from defects, whether patent or latent in material or workmanship. 7.2 Warranty of Material and Workmanship: CONTRACTOR warrants all material and workmanship for a minimum of one (1) Mr from date of completion and acceptance by CITY. If within oar, (1) veer after acceptance by CITY, or within such larger period of time as may be prescribed by law any of the work is found to be defective or not in accordance with the Contract documents, CONTRACTOR shall promptly after receipt of a written notice from CITY to do so, promptly correct the work unless CITY has previously given CONTRACTOR a written acceptance of such condition. This obligation shall survive termination of the Contract. 7.3 Warranty of Title: CONTRACTOR warrants that all materials delivered under the contract shall be of new manufacture and that CONTRACTOR possesses good and clear title to said materials and there are no pending liens, claims or encumbrances whatsoever against said materials. 7.4 CONTRACTOR warrants that there has been no violation of copyrights, patent rights or licensing agreements in connection with the work of the contract. 7.5 CONTRACTOR warrants to CITY that the consummation of the work provided for in the Contract documents will not result in the breach of any term or provision of, or constitute a default under any indenture, mortgage, contract, or agreement to which CONTRACTOR is a party. 7.6 CONTRACTOR warrants to CITY that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation, arbitration or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under the Contract. 7.7 CONTRACTOR warrants to CITY that it will comply with all applicable federal, state and local laws, regulations and orders in carrying out its obligations under the Contract. 7.8 All warranties made by CONTRACTOR together with service warranties and guaranties shall run to CITY and the successors and assigns of CITY. roofing maium mce, etc. Roof Doctors — South Florida, Inc doc: 85134 (file 2007-170) Page 5 of 16 0 8. INSURANCE 8.1 Prior to award, and in any event prior to commencing work, the CONTRACTOR shall provide CITY with certified copies of all insurance policies providing coverage as required by these Special Conditions. 8.2 The CONTRACTOR shall secure and maintain, at its own expense, and keep in effect during the full period of the contract a policy or policies of insurance, which must include the following coverage's and minimum limits of liability; (a) Workee& Com2,sation a d Emnlovees Liability Insurancg for all employees of the CONTRACTOR engaged in work under the Contract in accordance with the laws of the State of Florida. The CONTRACTOR shall agree to be responsible for the employment, control and conduct of its employees and for any injury sustained by such employees in the course of their employment. (b) CgmRrehensive Geggral Liability InsuraM with the following minimum limits of liability: S 1.000.Q0 Combined Single Limit, Bodily Injury and Property Damage Liability per occurrence Coverage shall specifically include the following minimum limits not less than those required for Bodily Injury Liability and Property Damage: S 1.000.000 Combined Single Limit, Bodily Injury and Property Damage Liability per occurrence (1) Premises and Operations; (2) Independent Contractors; (3) Products and Completed Operations; (4) Broad Norm Property Damage; (5) Broad Form Contractual Coverage applicable to the Contract and specifically confirming the indemnification and hold harmless agreement in the Contract; (6) Personal Injury Coverage with employment and contractual exclusions removed and deleted. roofing mainw=ce, etc. Roof Doctors — south Florida, Inc doc: 85134 (file 2007-170) Page 6 of 16 (0) CO MRrehcnsive Automobile Liability Insurance for all owned, non - owned and hired automobiles and other vehicles used by CONTRACTOR in the performance of the work with the following minimum limits of liability: S 1,000-000 1 Combined Single Limit, Bodily Injury and Property Damage Liability per occurrence 8.3 ALL LIABILITY INSURANCE POLICIES SHALL SPECIFICALLY PROVIDE THAT THE CITY OF CORAL SPRINGS IS AN ADDITIONAL NAMED INSURED OR ADDITIONAL INSURED WITH RESPECT TO THE REQUIRED COVERAGES AND THE OPERATIONS OF THE CONTRACTOR UNDER THE CONTRACT. INSURANCE Companies selected must be acceptable to CITY_ All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to CITY by certified mail. 8.4 The required insurance coverage shall be issued by an insurance company duly authorized and licensed to do business in the State of Florida with the following minimum qualifications in accordance with the latest edition of A.M. Best's Insurance Guide: Financial Stability B+ to A+ 8.5 All required insurance policies shall preclude any underwriter's rights of recovery or subrogation against CITY with the express intention of the parties being that the required insurance coverage's protect both parties as the primary coverage's for any and all losses covered by the above described insurance. 8.6 The CONTRACTOR shall ensure that any company issuing insurance to cover the requirements contained in this Contract agrees that they shall have no recourse against CITY for payment or assessments in any form on any policy of insurance. 8.7 The clauses "Other Insurance Provisions" and "Insured Duties in the Event of an Occurrence, Claim or Suit" as it appears in any policy of insurance in which CITY is named as an additional named insured shall not apply to CITY. CITY shall provide written notice of occurrence within fifteen (15) working days of CITY'S actual notice of such an event. 8.8 The CONTRACTOR shall not commence work under the Contract until after he has obtained all of the minimum insurance herein described. roofing maintenance, etc_ Roof Doctura — South Florida, Inc doc; 85134 (file 2007-170) Page 7 of 16 8.9 The CONTRACTOR agrees to perform the work under the Contract as an independent contractor, and not as a subcontractor, agent or employee of CITY. 8.10 Violation of the terms of this paragraph and its sub -parts shall constitute a breach of the Contract and CITY, at its sole discretion, may cancel the Contract and all rights, title and interest of the CONTRACTOR shall thereupon cease and terminate. 9. PAYMENT AND PERFORMANCE BOND 9.1 Proposal security and proof of insurance, when required by the Special Conditions, shall be submitted with the proposal as specified in the Special Conditions. After acceptance of the proposal, the CONTRACTOR, when required by the Special Conditions, shall submit payment and/or performance bonds, certificated and/or policies of insurance in the manner, form and amount(s) specified in the Special Conditions. 10, TIME OF COMPLETION 10.1 The work to be performed under the Contract shall be commenced upon issuance of Purchase Order (date of commencement). 10.2 The number of days within which the work is to be completed is to be determined in consecutive calendar days from the date of the commencement on a project -by -project basis. 10.3 CONTRACTOR agrees and fully understands that the completion time of the work of the Contract is an essential and material condition of the Contract and that time is of the essence. The CONTRACTOR agrees that all work shall be prosecuted regularly, diligently and uninterrupted at such rate of progress as will ensure full completion thereof within the time specified. Failure to complete the work within the time period specified shall be considered a default. 10.4 Delays and extensions_ of time: The Contract time may only be changed by a change order or a written amendment. Any claims for an extension or shortening of Contract time shall be based upon written notice delivered by the party making the claim to the other party not more than ten (10) calendar days after the occurrence of the event giving rise to the claim and stating the general nature of the claim otherwise it shall be waived. 10.5 No claim for damages or any claim other than an extension of time shall be made or asserted against the CITY by reason of any delays. roofing tx waftnmwe, etc. Roof Doctors — South Florida, Inc doc: 85134 (file 2007-170) Page 8 of 16 W 11. TITLE AND RISK OF LOSS 11.1 The risk of loss, injury or destruction, regardless of the cause of the casualty, shall be carried by CONTRACTOR until the delivery and installation of the equipment to CITY's premises, and inspection and acceptance of the equipment by CITY. Title to equipment shall pass to CITY upon acceptance by CITY. 12. TERMWATION 12.1 J;RMINATION FOR CAUSE: In the event the CONTRACTOR shall default in or violate any of the terms, obligations, restrictions or conditions o'fthis Agreement, the CITY shall give the CONTRACTOR written notice by certified mail of the default and that such default shall be corrected or actions taken to correct such default shall be commenced within three (3) calendar days thereof. In the event the CONTRACTOR has failed to correct the condition(s) of the default or the default is not remedied to the satisfaction and approval of the CITY, the CITY shall have all legal remedies available to it, including, but not limited to, termination of this Agreement in which case the CONTRACTOR shall be liable for all reprocurement costs and any and all damages permitted by law arising from the default and breach of this Agreement. 12.2 TERMINATION FOR CONVENIENCE OF CITY: Upon seven (7) calendar days written notice delivered by certified mail, return receipt requested, to the CONTRACTOR, the CITY may without cause and without prejudice to any other right or remedy, terminate this Agreement for the CITY'S convenience whenever the CITY determines that such termination is in the best interest of the CITY. Upon receipt of the notice of termination for convenience, the CONTRACTOR shall promptly discontinue all work at the time and to the extent indicated on the notice of termination, terminate all outstanding sub -contractors and purchase orders to the extent that they relate to the terminated portion of the Agreement and refrain from placing further orders and sub -contracts except as they may be necessary, and complete any continued portions of the work. If the CONTRACTOR continues the work beyond the time specified in the notice, he does so at his own risk and for his own account. The CONTRACTOR shall be paid for all work properly performed prior to the effective date of termination and for all materials, supplies and services which cannot be canceled and which were placed prior to the effective date of the termination. 12.3 VOLUNTARY TERMINATION: CITY or CONTRACTOR may terminate this Agreement by providing thirty (30) calendar days advance written notice of termination in the manner specified in paragraph 25 herein. rooting mainwnwce, etc. Roof Doctors — South Florida, Inc doc: 95134 (file 20(Y7-170) Page 9 of 16 N-2 13. SAFETY 13.1 The CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work. The CONTRACTOR shall comply with the rules and regulations of the Florida Department of Commerce regarding industrial safety (Florida Statutes Section 440.56) and with the standards set forth in the Occupational Safety and Health Act of 1970 (OSHA) and their amendments. 13.2 The CONTRACTOR shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to: (a) All employees on the work site and all other persons who may be affected thereby. (b) The work and all materials and equipment incorporated therein. (c) Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, structures and utilities not designated for removal, relocation or replacement in the course of the work. 14. CLEANING.. UP 14.1 CONTRACTOR shall keep the premises free from accumulation of waste material or rubbish caused by his operations. At the completion of the work, CONTRACTOR shall remove all waste materials and rubbish from about the work areas as well as all tools, equipment, machinery and surplus materials and provide final cleaning and return the space to a condition suitable for use by CITY. 15. SURVIVAL OF OBLIGATIONS 15.1 All representations, indemnifications, warranties and guarantees made in, required by, or given in accordance with this Agreement, as well as all continuing obligations shall survive final payment, completion and acceptance of the work and termination or completion of the Agreement. 16.1 CONTRACTOR shall secure and pay for all permits and fees, licenses and charges necessary for the proper execution and completion of the work. The costs of all permits, fees, licenses and charges shall be included in any rooft maintenance, etc. Roof Doctors — South Florida. Lac doc: 85134 (file 2007-170) Page 10 of 16 Zi price proposal except where expressly noted in the specification requirements. 16.2 CONTRACTOR shall use his best efforts to obtain all the necessary permits as soon as possible after the Notice to Proceed is issued. Any delays in obtaining permits must be brought to the attention of the Purchasing Administrator without delay. 17. AU121T RIGHTS 17.1 CITY reserves the right to audit the records of CONTRACTOR at any time during the performance and term of this Agreement and for a period of three (3) years after completion and acceptance by CITY. If required by CITY, CONTRACTOR agrees to submit to an audit by an independent certified public accountant selected by CITY. CONTRACTOR shall allow CITY to inspect, examine and review the records of CONTRACTOR at any and all times during normal business hours during the term of the Agreement. 18. INDEPENDENT CONTRACTOR STATUS 18.1 CONTRACTOR and its employees, volunteers and agents shall be and remain an independent contractors and not agents or employees of CITY with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking or venture between the parties hereto. 19. A,SSIC MENT 19.1 CONTRACTOR shall not assign, or transfer its rights, title or interests in the Agreement nor shall CONTRACTOR delegate any of the duties and obligations undertaken by CONTRACTOR without CITY'S prior written approval. 19.2 Violation of the terms of this Section shall constitute a breach of this Agreement by CONTRACTOR and CITY may, at its discretion, cancel the Contract and all rights, title and interest of CONTRACTOR shall thereupon cease and terminate. 20. NQN EXCLUIVITY 20.1 This Agreement is considered a non-exclusive Agreement between the parties. The CITY shall have the right to purchase the same services to be provided by CONTRACTOR hereunder from other sources during the term of this Agreement. roofft meunienwee, etc. Roof Dodora—South Horide, Lw doc: 85134 (file 2007-170) Page 11 of 16 u 21. GOVERNING LAW: VENUE 21.1 The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. 21.2 Any claim, objection or dispute arising out of the terms of this Agreement shall be litigated in the Seventeenth Judicial Circuit in and for Broward County, Florida. 22. ENTIRE AGREEMENT 22.1 This Agreement contains the entire understanding of the parties relating to the subject matter hereof superseding all prior communications between the parties whether oral or written. This Agreement may not be altered, amended, modified or otherwise changed nor may any of the terms hereof be waived, except by a written instrument executed by both parties. The failure of a party to seek redress for violation of or to insist on strict performance of any of the covenants of this Agreement shall not be construed as a waiver or relinquishment for the future of any covenant, term, condition or election but the same shall continue and remain in full force and effect. RIMENTUT 3 M 23.1 The remedies expressly provided in this Agreement to CITY shall not be deemed to be exclusive but shall be cumulative and in addition to all other remedies in favor of CITY now or hereafter existing at law or in equity. 24. SEVER.AB LI ITY 24.1 Should any part, term or provision of this Agreement be by the courts decided to be invalid, illegal or in conflict with any law of this State, the validity of the remaining portions or provisions shall not be affected thereby. 25. NOTIUS 25.01 All notices and other communications required or permitted under this Agreement shall be in writing and given by: 25.02 hand delivery 25.03 registered or certified mail, return receipt requested; 25.04 overnight courier, or roofing MWnimmet, etc. Roof Doctors — South Fb64 Inc 4oc: 95134 (file 2007-170) Page 12 of 16 25.05 facsimile to: CITY: Angelo Salomon, Purchasing Administrator City of Coral Springs 9551 West Sample Road Coral Springs, Florida 33065 Telephone: (954) 344-1100 Facsimile: (954) 344-1186 CONTRACTOR: Michael J. 7acobazzi, President Roof Doctors — South Florida, Inc 11820 NW 41st Street Coral Springs, Florida 33065 Telephone: (954) 784-7663 Facsimile: (954) 786-9357 25.06 or to such other address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered: 25,06.1 on the date delivered if by personal delivery or overnight courier, 25.06.2 on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed; and 25.06.3 on the date of transmission with confirmed answer back if by fax. 26.1 During the performance of this Agreement, the CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. The CONTRACTOR will take affirmative action to ensure that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action must include, but not be limited to, the following: employment, upgrading; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. roofing maintenance, etc. Roof Doctors — South Florida, Inc dor: 85134 (file 2007-170) Page 13 of 16 611 27. PERFORMANCE MEASURES The CONTRACTOWs performance shall be evaluated based upon the following: 27.1 Performance and completion of the work within tale time frame agreed to by the parties for designated projects. 27.2 Percentage of work completed on time and within budget for the designated project. 27.3 When requested to submit proposals for designated projects, the percentage of proposals submitted on or before the due date; this includes the completions of all required inspections and diagnosis being fully completed prior to the submission of a proposal for a designated project. 27.4 Percentage of response times within required timeframes for emergency call outs, when required. (the balance of this page intentionally left blank) rooting maintenance, etc. Roof Doctors —South Florida, Inc doe: 85134 (file 2007-170) Page 14 of 16 ^ IN WITNESS WHEREOF, CITY OF CORAL SPRINGS, FLORIDA and ROOF DOCTORS — SOUTH FLORIDA, INC., have executed this Agreement the day and year first above written. CITY OF CORAL SPRINGS, FLORIDA Scott J. Brook,Miyor APPROVED AS TO FORM: %RhGco- �dering ham, City Attorney State of Florida County of Broward The foregoing instrument was acknowledged before me, the undersigned Notary Public in and for the State of Florida, on this, the day of 2007, by Peter M.J. Richardson, CRM, and Scott J. Brook, City C k and Mayor, respectively. NOTARY PUBLIC SEAL OF OFFICE Fy-4;-R ryPublic Stills 'ifGh 1. K, :mm� M Y 'rs5nm QCd7477 roofing maintenance, ate. Roof Doctors -- south Florida, lnc dos: 85134 (file 2007-170) ti Ae= 1� Aa— tary Publ1c, St a of Flohida Printed, typed or stamped name of Notary Public exactly as commissioned. Individuals who signed are Personally known to me Page 15 of 16 ROOF DOCTORS SOUTH FLORIDA, INC. Sign Name: Z�=' PrintName:it- State of orida County of On this, the .,5f day of MALI 2007, before me, the undersigned Notary Public of the State of " .t •► the foregoing instrument was acknowledged by U^c.ab�Z9 (name of corporate officer), rtis- (title), ofv$ Dv - �rl (name of corporation), a (state of corporation) corporation, on behalf of the corporation. WITNESS my hand and official seal. Name of Notary Pub c fprint. stamp or type as commissioned) Notary "Ic " State of Flottaa 1 OnBOOMW21.2008 m 320265 6ondod By Ndo� tJoRrgll Pssn (Personally known to me, or ❑ Produced identification: (type of identification produced) roofing maintenance, etc. Roof Doctors -- South Florida, Inc doc, 85134 (file 2007-170) Pegs 16 of 16 Fax:9543441186 Oct 8 2007 Od:59pa P003/003 Exhibit "A" Vendor Roof Doctors — South Florida, Inc Contact Michael J. Jacobazzi Phone # 954 784-7663 Description Cost Per Hour Hourly labor cost during regular $68.75 business hours (Monday thru Friday from 8:00 a.m. to 5:00 .m. Hourly labor cost for other than regular $93.75 business hours, holidays, and weekends Percentage markup above contractor's 20% cost of materials. (Contractor to provide the documentation of costs upon re uest . roofing maintenance, etc. Roof Doctors — South Florida, Inc doe: 83134 (file 2007.170) Exhibit -A" CITY OF J5hWLCS Z)AW FLORIDA.: Our Mission Statement To be the nation's premier community in which to live, work, and raise a family. i iEThrAkTJ"rAr iC"%'(D.T/Td"17Vr%L7DA"a'r1.ilVh77r DATE: JANUARY 2, 2007 RFP NO REQUEST FOR PROPOSALS ALL INTERESTED PARTIES: PURCHASING DWISION 9551 WEST SAMPLE ROAD CORAL SPRINGS, FL 33065 TELEPHONE: (954) A44-1100 FAX. (954) 344.1.18 .CDratsprings.o 07-C-071 The City of Coral Springs, Florida, hereinafter referred to as CITY, will receive sealed Proposals at the office of the Purchasing Administrator, City Hall, 9551 West Sample Road, Coral Springs, Florida 33065, for furnishing the services described below: ROOF MAINTENANCE REPAIR REPLACEMENT & RELATED SERVICES Sealed Proposals must be received and time stamped in by the Purchasing Administrator, either by mail or hand delivery, no later than 2:00 p.m. local time on Wednesday, January 31, 2007. A public opening will take place at or before 2:15 p.m. in the City Commission Chambers located at City Hall on the same date. Any Proposals received after 2:00 p.m. local time on said date will not be accepted under any circumstances. Any uncertainty regarding the time a Proposal is received will be resolved against the Offeror. Proposals are subject to the attached Standard Terms and Conditions contained in the Instructions to Offerors. CITY reserves the right to reject any or all Proposals, to waive any informalities or irregularities in any Proposals received, to re -advertise for Proposals, to award in whole or in part to one or more offeror's, or take any other such actions that may be deemed to be in the best interests of the CITY. Roxanne Sookdeo Purchasing Agent 11 Page 1 of 6 I. PRE -PROPOSAL CONFERENCE A Pre -Proposal Conference will be held on Wednesday, January 17, 2007, at 10:00 a.m. in the City Commission Chambers of City Hall, 9551 West Sample Road, Coral Springs, Florida 33065. The purpose of the Pre -Proposal Conference is to discuss the contents of this Request for Proposal and Offeror's inquiries. II. STATEMENT OF THE WORK A. Objective: Secure a qualified contractor(s) with the necessary experience, qualifications and personnel, for a multi -year contract to provide roofing maintenance, repair, replacement and related services on an "as needed" basis for the City of Coral Springs. B. Services Required by the City: Inspect roofs and diagnose problems and provide suggestions and feedback as required for repair or replacement. Provide proposals with projected date of completion as needed or as emergency situations warrant. ■ Recommend and design replacements as needed. III. SCOPE OF SERVICES The City of Coral Springs has various buildings that may require repair or other related roofing services on an "as needed" basis. The City's annual estimated expenditure for Fiscal Year 2007 is $150,000. The City reserves the right to solicit proposals from the open market for projects with projected costs of $20,000 or more. A list of the City's buildings and locations is provided in "Attachment A". Contractor Requirements: The contractor shall provide all labor, materials, supplies, equipment, transportation, shop facilities, and any other requirement necessary to inspect and perform the required work. State Licenses The Contractor shall possess a State of Florida license as regulated by the Florida Construction Licensing Board. Contractor Personnel Page 2 of 6 All contractor personnel working on City -owned buildings shall be fully qualified and licensed to perform the work assigned and shall be supervised by the Contractor or a licensed representative. IV. PROPOSAL REQUIREMENTS Scope of Services Proposed Clearly describe the scope of services available. Include details of your approach. A brief statement must be included which explains why your approach would be most effective and beneficial to the City of Coral Springs. Proposers should address, as a minimum, the following list of items in this section: ■ What is your response time for services during regular business hours (Monda)- Friday, 8:00 a.m. to 5:00 p.m.), weekends, holidays, emergencies? Can you provide proof of these capabilities? Do you have any performance measures that guarantees your firm's quality of work built into any of your service contracts with any commercial or municipal clients? Would you be willing to include these performance measures as part of a contract with the City? 2. Firm Qualifications This section of the proposal should give a description of the firm, including the size, range of services, etc. Particular emphasis should be given as to how the firm -wide experience and expertise in the area of roof repair and replacement will be brought to bear on the proposed work. This section must also identify the contact person supervisory personnel who will be working with the City. Resumes of each person should be provided with emphasis being given to their experience providing similar services. If resumes are not available at the time the proposal is submitted, you should provide a listing of the qualifications, including education, experience and applicable certifications and licenses. Proposers should address the following items in this section: ■ Describe your experience servicing commercial and/or municipal facilities and clients. ■ Discuss your firm's capabilities relating to roofing services. References Provide a list and description of similar services satisfactorily performed within the past two (2) years. For each engagement listed, include the name and telephone number of a representative for whom the engagement was undertaken who can verify satisfactory performance. 4. Price Proposal Page 3 of 6 Submit your signed, firm, fixed fee performance -based price proposal for providing all services, materials, etc., required for completion of services in accordance with your technical proposal. 5. Proposal Copies Submission of four (4) copies of the proposal should be submitted to the City of Coral Springs, City Hall, 9551 West Sample Road, Coral Springs, Florida 33065, to the attention of Roxanne Sookdeo, Purchasing Agent II. 6. Addenda Additional Information — Contact with City Staff Any addenda or answers to written questions supplied by the City to participating Offeror's become part of this Request for Proposal and the resulting contract. This proposal form shall be signed by an authorized company representative, dated and returned with the proposal. No negotiations, decisions or actions shall be initiated or executed by the Offeror as a result of any discussions with any City employee. Only those communications, which are in writing from the Purchasing Administrator, may be considered as a duly authorized expression. Also, only communications from Offerors that are signed and in writing will be recognized by the City as duly authorized expressions on behalf of the Offeror. V. EVALUATION OF PROPOSALS Evaluation Method and Criteria Proposals will be evaluated in accordance with weighted criteria listed below: POINT RANGE Firm Qualifications 40 References 30 Cost of Services 30 100 These weighted criteria are provided to assist the proposers in the allocation of their time and efforts during the submission process. The criteria also guides the Evaluation Committee during the short -listing and final ranking of proposers by establishing a general frame work for those deliberations. Short listed proposals will be selected for an interview prior to a recommendation being presented to the City Commission. As the best interest of the CITY may require, the right is reserved to reject any and all proposals or waive any minor irregularity or technicality in proposals received. Proposers are cautioned to make no assumptions unless their proposal has been evaluated as being responsive. Page 4 of 6 The successful proposer shall be required to execute a City contract covering the scope of services to be provided and setting fourth the duties, rights and responsibilities of the parties. This contract must be executed by the successful proposer prior to recommendation of award and presentation to the City Commission. VI. SCHEDULE OF EVENTS The schedule of events, relative to the procurement shall be as follows: Fvpnt Date (on or by) I. Issuance of Request for Proposals 1/2/07 2. Pre -Proposal Conference 1/17/07 3. Opening of Proposals 1/31/07 4. Proposal Evaluations 2/5/07-2/14/07 5. Contract Negotiations 2/15/07-3/2/07 6. Award of Contract 3/20/07 CITY reserves the right to delay scheduled dates. VII. SUMMARY OF DOCUMENTS TO BE SUBMITTED WITH PROPOSALS Samples of the following documents (except the Certificate of Insurance), are attached and shall be executed as a condition to this offer: (a) Proposal and Offeror's Certification (b) Certified Resolution (c) Qualifications Statement (d) Non -Collusive Affidavit (e) Offeror's Foreign (Non -Florida) Corporate Statement (D References (g) Certificate(s) of Insurance if required by the Special Conditions to the Instructions to Offerors. VIII. AWARD OF CONTRACT The contract or contracts shall be awarded to the responsible Offeror(s) whose Proposal(s) is/are determined to be the most advantageous to CITY, taking into consideration the evaluation factors and criteria set forth in the Request for Proposals. Be advised that the CITY is prepared to award individual contracts for each service or multiple services or any other combination of services as CITY deems in its best interests. DL INSURANCE PLEASE HAVE YOUR INSURANCE REPRESENTATIVE CAREFULLY REVIEW ANY INSURANCE COVERAGES AND CONDITIONS PRIOR TO SUBMITTING Page 5 of 6 YOUR PROPOSAL TO ENSURE COMPLIANCE WITH THE INSURANCE REQUIREMENTS OF THE INSTRUCTIONS TO OFFERORS. Page 6 of 6 RFP NO.: 07-C-071 ROOF MAINTENANCE, REPAIR, REPLACEMENT & RELATED SERVICES INSTRUCTIONS TO OFFERORS STANDARD TERMS AND CONDITIONS 1. DEFINED TERMS 1.1 Terms used in these Instructions to Offerors are defined and have the meaning assigned to them. The term "Offeror" means one who submits a Proposal directly to CITY as distinct from a Sub -Offeror, who submits a Proposal to the Offeror. The term "Successful Offeror" means the qualified, responsible and responsive Offeror to whom CITY (on the basis of CITY'S evaluation as hereinafter provided) makes an award. The term "CITY" refers to the City of Coral Springs, a municipal corporation of the State of Florida. The term "Proposal Documents" includes the Request for Proposals, Instructions to Offerors, Proposal, Qualifications Statement, Non -Collusive Affidavit, Corporate Resolution or Letter of Transmittal, Proposal Security and Specifications, if any, and the proposed Contract Documents, if any, (including all Addenda issued prior to receipt of Proposals). The term "CONTRACTOR" shall mean the individual(s) or firm(s) to whom the award is made and who executes the Contract Documents. 2. SPECIAL CONDITIONS 2.1 Any and all Special Conditions that may vary from the General Conditions shall have precedence. 3. EXAMINATION OF CONTRACT DOCUMENTS AND SITE 3.1 Before submitting a Proposal, each Offeror must (a) consider federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, or performance of the work, (b) study and carefully correlate the Offeror's observations with the Proposal Documents; and (c) notify the Purchasing Administrator of all conflicts, errors and discrepancies, if any, in the Proposal Documents. 3.2 The Offeror, by and through the submission of a Proposal, agrees that he shall be held responsible for having familiarized himself with the nature and extent of the work and any local conditions that may affect the work to be done and the equipment, materials, parts and labor required. 4. SPECIFICATIONS Page 1 of 13 4.1 The apparent silence of the Specifications as to any detail, or the apparent omission from it of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and that only material and workmanship of the finest quality are to be used. All interpretations of the Specifications shall be made on the basis of this statement. 4.2 For the purpose of evaluation, the Offeror must indicate any variance or exceptions to the stated Specifications, no matter how slight. Deviations should be explained in detail. Absence of variations and/or corrections will be interpreted to mean that the Offeror meets all the Specifications in every respect. 4.3 Any manufacturers' names, trade names, brand names, information and/or catalog numbers used herein are for the purpose of describing and establishing a general standard of quality, performance and characteristics and are not intended to limit or restrict competition. The Offeror may offer any brand that meets or exceeds the specifications for any item(s). If a Proposal is based on equivalent products, indicate on the Proposal the manufacturer's name and catalog number. Offeror shall submit with his Proposal complete, descriptive literature and/or specifications. The Offeror should also explain in detail the reason(s) why and submit proof that the proposed equivalent will meet the specifications and not be considered an exception thereto. The determination of equivalency shall rest solely with the CITY. If Offeror fails to name a substitute, it will be assumed that he is bidding on and he will be required to furnish goods identical to Proposal standards. 5. INTERPRETATIONS AND ADDENDA 5.1 If the Offeror should be in doubt as to the meaning of any of the Proposal Documents, is of the opinion that the Conditions and Specifications contain errors or contradictions or reflect omissions, or has any question concerning the conditions and specifications, he shall submit a written request directed to the Purchasing Administrator for interpretation or clarification. Such request must reference the date of Proposal opening and Proposal number and should be received by the Purchasing Administrator at least ten (10) calendar days before the date of the formal opening of the Proposals. Questions received less than ten (1.0) calendar days prior to the Proposal opening shall not be answered. Interpretations or clarifications in response to such questions will be issued in the form of written addenda and shall be mailed to all parties recorded by CITY'S Purchasing Administrator as having received the Proposal Documents. The issuance of a written addendum shall be the only official method whereby such an interpretation or clarification will be made. 6. PRICES PROPOSED Page 2 of 13 6.1 Prices shall be shown in both unit amounts and extensions whenever applicable. In the event of discrepancies existing between unit amounts and extensions or totals, unit amounts shall govern. 6.2 All prices and costs shall remain firm and fixed for acceptance for nine 90 calendar days after the day of the Proposal opening. 6.3 The Proposal Price shall include all permit fees, royalties, license fees and other costs arising from the use by such design and/or materials in any way involved in the work as well as all costs of packaging, transporting and delivery to the designated location within the City of Coral Springs. 7. NON -COLLUSIVE AFFIDAVIT 7.1 Each Offeror shall complete the Non -Collusive Affidavit Form and shall submit the form with the Proposal. CITY considers the failure of the Offeror to submit this document to be a major irregularity and may be cause for rejection of the Proposal. 8. PUBLIC ENTITY CRIMES INFORMATION STATEMENT 8.1 A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 9. OCCUPATIONAL HEALTH AND SAFETY 9.1 In compliance with Chapter 442, Florida Statutes, any toxic substance listed in Section 3817-41.03 of the Florida Administrative Code delivered as a result of this Proposal must be accompanied by a Material Safety Data Sheet (MSDS) and may be obtained from the manufacturer. The MSDS must include the following information: 9.1.1 The chemical name and the common name of the toxic substance. 9.1.2 The hazards or other risks in the use of the toxic substance, including: (a) The potential for fire, explosion, corrosivity and reactivity; (b) The known acute and chronic health effects of risks from exposure, including Page 3 of 13 the medical conditions which are generally recognized as being aggravated by exposure to the toxic substance; and (c) The primary routes of entry and symptoms of overexposure. 9.1.3 The proper precautions, handling practices, necessary personal protective equipment, and other safety precautions in the use of exposure to the toxic substances, including appropriate emergency treatment in case of exposure. 9.1.4 The emergency procedure for spills, fire, disposal and first aid. 9.1.5 A description in lay terms of the known specific potential health risks posed by the toxic substance intended to alert any person reading this information. 9.1.6 The year and month, if available, that the information was compiled and the name, address and emergency telephone number of the manufacturer responsible for preparing the information. 9.2 Bidder warrants that the commodities supplied to CITY shall conform in all aspects to the standards set forth in the Occupational Safety and Health Act of 1970, as amended and the failure to comply with this condition will be considered a breach of contract. 10. CONFLICT OF INTEREST 10.1 The award of any contract hereunder is subject to the provisions of Chapter 112, Florida Statutes. Offerors must disclose with their Proposal the name of any officer, director, partner, proprietor, associate or agent who is also an officer or employee of CITY or any of its agencies. Further, all Offerors must disclose the name of any officer or employee of CITY who owns, directly or indirectly, an interest of five percent (5%) or more in the Offeror's firm or any of its branches or affiliate companies. 11. PROPOSAL SECURITY PAYMENT AND PERFORMANCE BONDS INSURANCE 11.1 Proposal security and proof of insurance, when required by the Special Conditions, shall be submitted with the proposal as specified in the Special Conditions. After acceptance of the proposal, the Successful Offeror, when required by the Special Conditions, shall submit payment and/or performance bonds, certificated and/or policies of insurance in the manner, form and amount(s) specified in the Special Conditions. 12. SUBMISSION OF PROPOSAL 12.1 Proposals must be typed or printed in ink. Use of erasable ink is not permitted. All corrections to prices made by the Offeror must be initialed. 12.2 Proposals must contain a manual signature of the authorized representative of the Offeror. Proposals shall contain an acknowledgment of receipt of all Addenda. The address and Page 4 of 13 telephone number for communications regarding the Proposal must be shown. 12.3 Proposals by corporations must be executed in the corporate name by the President or other corporate officer accompanied by evidence of authority to sign. The corporate address and state of incorporation must be shown below the signature. 12.4 Proposals by partnerships must be executed in the partnership name and signed by a partner, whose title must appear under the signature and the official address of the partnership must be shown below the signature. 12.5 Proposals shall be submitted at or before the time and at the place indicated in the Request for Proposals and shall be submitted in a sealed envelope faxed proposals _ osals will not be accepted under any circumstances . The envelope shall be clearly marked on the exterior "PROPOSAL FOR ROOF MAINTENANCE, REPAIR, REPLACEMENT & RELATED SERVICES THE CITY OF CORAL SPRINGS, FLORIDA," and shall state the name and address of the Offeror and shall be accompanied by any other required documents. No responsibility will attach to the Purchasing Office for the premature opening of a Proposal not properly addressed and identified. 12.6 In accordance with Chapter 119 of the Florida Statutes (Public Records Law), and except as may be provided by other applicable state and federal law, the Request for Proposal and the responses thereto are in the public domain. However, the Offerors are requested to identify specifically any information contained in their Proposals which they consider confidential and/or proprietary and which they believe to be exempt from disclosure, citing specifically the applicable exempting law. 12.7 All Proposals received from Offerors in response to the Request for Proposal will become the property of CITY and will not be returned to the Offerors. In the event of Contract award, all documentation produced as part of the Contract shall become the exclusive property of CITY. 13. MODIFICATION AND WITHDRAWAL OF PROPOSALS 13.1 Proposals may be modified or withdrawn by an appropriate document duly executed (in the manner that a Proposal must be executed) and delivered to the place where Proposals are to be submitted at any time prior to the deadline for submitting Proposals. A request for withdrawal or a modification must be in writing and signed by a person duly authorized to do so. Evidence of such authority must accompany the request for withdrawal or modification. Withdrawal of a Proposal will not prejudice the rights of an Offeror to submit a new Proposal prior to the Proposal opening date and time. After expiration of the period for receiving Proposals, no Proposal may be withdrawn or modified. Page 5 of 13 13.2 If, within twenty-four (24) hours after Proposals are opened, any Offeror files a duly signed, written notice with CITY and within five (5) calendar days thereafter demonstrates to the reasonable satisfaction of CITY by clear and convincing evidence there was a material and substantial mistake in the preparation of its Proposal, or that the mistake is clearly evident on the face of the Proposal but the intended correct Proposal is not similarly evident, then Offeror may withdraw its Proposal and the Bid Security will be returned. Thereafter, the Offeror will be disqualified from further bidding on the subject Contract. 14, REJECTION OF PROPOSALS 14.1 To the extent pennitted by applicable state and federal laws and regulations, CITY reserves the right to reject any and all Proposals, to waive any and all informalities not involving price, time or changes in the work with the Successful Offeror, and the right to disregard all nonconforming, non -responsive, unbalanced or conditional Proposals. Proposal will be considered irregular and may be rejected, if they show serious omissions, alterations in form, additions not called for, conditions or unauthorized alterations, or irregularities of any kind. 14.2 CITY reserves the right to reject the Proposal of any Offeror if CITY believes that it would not be in the best interest of the CITY to make an award to that Offeror, whether because the Proposal is not responsive or the Offeror is unqualified or of doubtful financial ability or fails to meet any other pertinent standard or criteria established by CITY. SPECIAL CONDITIONS TO INSTRUCTIONS TO OFFERORS 15. QUALIFICATIONS OF OFFERORS 15.1 Each Offeror should complete the Qualifications Statement and submit the same with his Proposal. Failure to submit the Qualifications Statement and the documents required thereunder with the Proposal may constitute grounds for rejection of the Proposal. 15.2 As a part of the proposal evaluation process, City may conduct a background investigation, including a record check by the Coral Springs Police Department of offeror. Offeror's submission of a proposal constitutes acknowledgment of the process and consent to such investigation. 15.3 No proposal shall be accepted from, nor will any contract be awarded to, any person, who is in arrears to CITY, upon any debt or contract, or who is a defaulter, as surety or otherwise, upon any obligation to CITY, or who is deemed irresponsible for unreliable by CITY. Page 6 of 13 16. ENVIRONMENTAL REGULATIONS 16.1 City reserves the right to consider Offeror's history of citations and/or violations of environmental regulations in determining an Offeror's responsibility, and further reserves the right to declare an Offeror not responsible if the history of violations warrant such determination. Offeror shall submit with the Proposal a complete history of all citations and/or violations, notices and dispositions thereof. The non -submission of any such documentation shall be deemed to be an affirmation by the Offeror that there are no citations or violations. Offeror shall notify City immediately of notices of any citation or violation, which Offeror may receive after the Proposal opening date and during the time of performance of any contract awarded to offerors. 17. INSURANCE 17.1 Offeror shall submit a certificate(s) of insurance evidencing the required insurance together with the Proposal. Failure to do so may cause rejection of the Proposal. 17.2 Prior to Award and in any event prior to commencing work, the Successful Offeror shall provide CITY with certified copies of all insurance policies providing coverage as required by these Special Conditions. 17.3 The Successful Offeror shall secure and maintain, at its own expense, and keep in effect during the full period of the contract a policy or policies of insurance, which must include the following coverages and minimum limits of liability: (a) Worker's Compensation and Employer's Liability Insurance for all employees of the Successful Offeror engaged in work under the Contract in accordance with the laws of the State of Florida. The Successful Offeror shall agree to be responsible for the employment, control and conduct of its employees and for any injury sustained by such employees in the course of their employment. (b) Comprehensive General Liabilt Insurance with the following minimum limits of liability: $ 1,000,000 Combined Single Limit, Bodily Injury and Property Damage Liability per occurrence Coverage shall specifically include the following minimum limits not less than those required for Bodily Injury Liability and Property Damage: Page 7 of 13 $ 1,000,000 Combined Single Limit, Bodily Injury and Property Damage Liability per occurrence (1) Premises and Operations; (2) Independent Contractors; (3) Products and Completed Operations; (4) Broad Form Property Damage; (5) Broad Form Contractual Coverage applicable to the Contract and. specifically confirming the indemnification and hold harmless agreement in the Contract; (6) Personal Injury Coverage with employment and contractual exclusions removed and deleted. (c) Comprehensive Automobile LiabilL Insurance for all owned, non -owned and hired automobiles and other vehicles used by Successful Offeror in the performance of the work with the following minimum limits of liability: $ 1,000,000 Combined Single Limit, Bodily Injury and Property Damage Liability per occurrence 17.4 ALL LIABILITY INSURANCE POLICIES SHALL SPECIFICALLY PROVIDE THAT THE CITY OF CORAL SPRINGS IS AN ADDITIONAL NAMED INSURED OR ADDITIONAL INSURED WITH RESPECT TO THE REQUIRED COVERAGES AND THE OPERATIONS OF THE CONTRACTOR UNDER THE CONTRACT. INSURANCE Companies selected must be acceptable to CITY. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to CITY by certified mail. 17.5 The required insurance coverage shall be issued by an insurance company duly authorized and licensed to do business in the State of Florida with the following minimum qualifications in accordance with the latest edition of A.M. Best's Insurance Guide: Financial Stability B+ to A+ 17.6 All required insurance policies shall preclude any underwriter's rights of recovery or subrogation against CITY with the express intention of the parties being that the required Page 8 of 13 insurance coverages protect both parties as the primary coverages for any and all losses covered by the above described insurance. 17.7 The Successful Offeror shall ensure that any company issuing insurance to cover the requirements contained in this Contract agrees that they shall have no recourse against CITY for payment or assessments in any form on any policy of insurance. 17.8 The clauses "Other Insurance Provisions" and "Insured Duties in the Event of an Occurrence, Claim or Suit" as it appears in any policy of insurance in which CITY is named as an additional named insured shall not apply to CITY. CITY shall provide written notice of occurrence within fifteen (1 S) working days of CITY'S actual notice of such an event. 17.9 The Successful Offeror shall not commence work under the Contract until after he has obtained all of the minimum insurance herein described. 17.10 The Successful Offeror agrees to perform the work under the Contract as an independent contractor, and not as a subcontractor, agent or employee of CITY. 17.11 Violation of the terms of this paragraph and its sub -parts shall constitute a breach of the Contract and CITY, at its sole discretion, may cancel the Contract and all rights, title and interest of the Successful Offeror shall thereupon cease and terminate. 18. INDEMNIFICATION 18.1 GENERAL INDEMNIFICATION: To the fullest extent permitted by laws and regulations, Successful Offeror shall indemnify, defend, save and hold harmless the CITY, its officers, agents and employees, harmless from any and all claims, damages, losses, liabilities and expenses, direct, indirect or consequential arising out of or in consequential arising out of or alleged to have arisen out of or in consequence of the products, goods or services furnished by or operations of the Successful Offeror or his subcontractors, agents, officers, employees or independent contractors pursuant to or in the performance of the Contract. 18.2 The Successful Offeror shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 18.3 CITY reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Successful Offeror under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive CITY's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. Page 9 of 13 19. RISK OF LOSS 19.1 The risk of loss, injury or destruction, regardless of the cause of the casualty, shall be carried by Successful Offeror until the delivery and installation of the equipment to CITY's premises, and inspection and acceptance of the equipment by CITY. Title to equipment shall pass to CITY upon acceptance by CITY. 20. CONTRACT TIME 20.1 The work to be performed under the Contract shall be commenced upon issuance of Purchase Order. 20.2 The number of days within which the work is to be completed is to be determined in consecutive calendar days from the date of the commencement of the Contract on a project by project basis. 20.3 By virtue of the submission of his Proposal, Offeror agrees and fully understands that the completion time of the work of the Contract is an essential and material condition of the Contract and that time is of the essence. The Successful Offeror agrees that all work shall be prosecuted regularly, diligently and uninterrupted at such rate of progress as will ensure full completion thereof within the time specified. Failure to complete the work within the time period specified shall be considered a default. 21. WARRANTIES 21.1 Warranty of Merchantabili : Successful Offeror warrants that all equipment and materials to be supplied pursuant to the Agreement will be merchantable, of good quality and free from defects, whether patent or latent in material or workmanship. 21.2 Warranty of Material and Workmanship: Successful Offeror warrants all material and workmanship for a minimum of one 1 ear from date of completion and acceptance by CITY. If within one 1 year after acceptance by CITY, or within such larger period of time as may be prescribed by law any of the work is found to be defective or not in accordance with the Contract documents, Successful Offeror shall promptly after receipt of a written notice from CITY to do so, promptly correct the work unless CITY has previously given Successful Offeror a written acceptance of such condition. This obligation shall survive termination of the Contract. 21.3 Warranty of Title: Successful Offeror warrants that all materials delivered under the contract shall be of new manufacture and that Successful Offeror possesses good and clear title to said materials and there are no pending liens, claims or encumbrances whatsoever against said materials. Page 10 of 13 21 A Successful Offeror warrants that there has been no violation of copyrights, patent rights or licensing agreements in connection with the work of the contract. 21.5 Successful Offeror warrants to CITY that the consummation of the work provided for in the Contract documents will not result in the breach of any tern or provision of, or constitute a default under any indenture, mortgage, contract, or agreement to which Successful Offeror is a party. 21.6 Successful Offeror warrants to CITY that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation, arbitration or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under the Contract. 21.7 Successful Offeror warrants to CITY that it will comply with all applicable federal, state and local laws, regulations and orders in carrying out its obligations under the Contract. 21.8 All warranties made by Successful Offeror together with service warranties and guaranties shall run to CITY and the successors and assigns of CITY. 22. NONDISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYMENT 22.1 During the performance of the Contract, the Successful Offeror shall not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. The Successful Offeror will take affirmative action to ensure that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action must include, but not be limited to, the following: employment, upgrading; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Successful Offeror(s) shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 23. TAXES 23.1 Successful Offeror shall pay all applicable sales, consumer use and other similar taxes required by law. 24. PERMITS, FEES AND NOTICES 24.1 Successful Offeror shall secure all permits and fees, licenses and charges necessary for the proper execution and completion of the work. The costs of all permits, fees, licenses and Page 11 of 13 charges shall be included in the price Proposal except where expressly noted in the specifications requirement. 24.2 Successful Offeror shall use his best efforts to obtain all the necessary permits as soon as possible after the Notice to Proceed is issued. Any delays in obtaining permits must be brought to the attention of the Purchasing Administrator without delay. 25. TERMINATION FOR CAUSE AND DEFAULT 25.1 In the event Successful Offeror shall default in any of the terms, obligations, restrictions or conditions in any of the Proposal documents, CITY shall give written notice by certified mail, return receipt requested to Successful Offeror ofthe default and that such default shall be corrected or actions taken to correct such default shall be commenced within three 3 calendar days thereof. In the event Successful Offeror has failed to correct the conditions of default or the default is not remedied to the satisfaction and approval of CITY, CITY shall have all legal remedies available to it, including, but not limited to termination of the Contract in which case Successful Offeror shall be liable for all procurement and reprocurement costs and any and all damages permitted by law arising from the default and breach of the Contract. 26. TERMINATION FOR CONVENIENCE OF CITY 26.1 Upon seven (7) calendar days written notice delivered by certified mail, return receipt requested, to Successful Offeror, CITY may without cause and without prejudice to any other right or remedy, terminate the agreement for CITY's convenience whenever CITY determines that such termination is in the best interests of CITY. Where the agreement is terminated for the convenience of CITY, the notice of termination to Successful Offeror must state that the Contract is being terminated for the convenience of CITY under the termination clause and the extent of termination. Upon receipt of the notice of termination for convenience, Successful Offeror shall promptly discontinue all work at the time and to the extent indicated on the notice of termination, terminate all outstanding subcontractors and purchase orders to the extent that they relate to the terminated portion of the Contract and refrain from placing further orders and subcontracts except as they may be necessary, and complete any continued portions of the work. 27. AUDIT RIGHTS 27.1 City reserves the right to audit the records of Successful Offeror at any time during the performance and term of the Contract and for a period of three (3) years after completion and acceptance by City. If required by City, Successful Offeror shall agree to submit to an audit by an independent certified public accountant selected by City. Successful Offeror shall allow City to inspect, examine and review the records of Successful Offeror at any Page 12 of 13 and all times during normal business hours during the term of the contract. 28. DELAYS AND EXTENSIONS OF TIME 28.1 The Contract time may only be changed by a change order or a written amendment. Any claims for an extension or shortening of Contract time shall be based upon written notice delivered by the party making the claim to the other party not more than ten (10) calendar days after the occurrence of the event giving rise to the claim and stating the general nature of the claim otherwise it shall be waived. 28.2 No claim for damages or any claim other than an extension of time shall be made or asserted against the CITY by reason of any delays. 29. ASSIGNMENT 29.1 Successful Offeror shall not assign, transfer or subject the Contract or its rights, title or interests or obligations therein without CITY'S prior written approval. 29.2 Violation of the terms of this paragraph shall constitute a breach of the Contract by Successful Offeror and CITY may, at its discretion, cancel the Contract and all rights, title and interest of Successful Offeror shall thereupon cease and terminate. 30. GOVERNING LAWS: This RFP/Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws thereof. 31. VENUE: Any litigation arising out of this RFP/Agreement shall be brought in the Seventeenth Judicial Circuit for Broward County, Florida. Page 13 of 13 RFP NO.: 07-C-071 ROOF MAINTENANCE, REPAIR, REPLACEMENT & RELATED SERVICES ATTACHMENT "A" BUILDINGS & LOCATIONS This list is being provided for information only, to show the various City owned properties. No specific price proposals are being requested at this time. Facility Address Approximate Roof Age Roof Sq. Ft. City Hall South 9530 West Sample Road 16 yrs 12,462 City Hall 9551 West Sample Road 14 yrs 34,964 Fire Station 97 6650 Universt Drive Unknown Unknown Fire Station 42 6500 Parkside Dr. Unknown Unknown Fire Station 43 4550 Rock Island Road 22 yrs 6,020 Fire Station 95 300 Coral Ride Dr 9 yrs 2,916 Fire Station 71 11800 NW 41 St 7 yrs 5,358 Fire Station 64 500 Ramblewood Dr 8 yrs 4,740 Public Safety Complex 2801 Coral Springs Dr 15 yrs 17,398 Fire Station 80 2801 Coral Springs Dr 15 yrs 5,671 Aquatics Complex 12441 Royal Palm Blvd 6 yrs 8,500 Tennis Center 2575 S orts lex Dr 8 yrs 5,500 Cypress Hammock Park 1300 Coralsprings Dr 13 yrs 1,602 Center for the Arts & Museum 2855 Coral Springs Dr 13 yrs 55,664 Mullins Little Lea e Bld 7 10000 NW 29 St 13 yrs 2,150 Mullins Soccer Blvd 10000 NW 29 St 28 yrs 1,500 Mullins Pool Bldg 10000 NW 29 St 4 yrs 2,295 Mullins Annex 10000 NW 29 St I 1 yrs 1,988 Mullins Sartory Hall 10000 NW 29 St 30 yrs 8,372 Mullins Operations Blvd 10000 NW 29 St 6 yrs 4,056 Mullins Flag Football Blvd 10000 NW 29 St 28 yrs 600 Mullins Tackle Football Basketball Blvd 10000 NW 29 St 9 yrs 2,215 Mullins Flag Football Concession Bldg 10000 NW 29 St 4 yrs 1,000 Westside Compound (old half) 4181 NW 121 Ave 28 yrs 13,680 Westside Compound new 4181 NW 121 Ave 5 yrs 14,222 Westside Old Parks Blvd 4181 NW 121 Ave 30 yrs 3,325 Page 1 of 2 Facility Address Approximate Roof Age Roof Sq. Ft. Gun Range 4200 NW 121 Ave 5 yrs 3,000 Utilities Operations Bldg 3800 NW 85 Ave 6 yrs 5,287 Water Plant 3800 NW 85 Ave 6 yrs 6,910 Charter School Main Bldg 3205 N University Dr 6 yrs 119,000 qjLn�iurn 3205 N University Dr 5 mo 30,000 Mullins Gym 2501 Coral Springs Drive 3-5 yrs 20,000 Various Park Restrooms, Pavilions and Concession Buildings (approx. 30 separate sites) *This list is subject to change Page 2 of 2 PROPOSAL FORM FOR ROOF MAINTENANCE, REPAIR, REPLACEMENT & RELATED SERVICES REQUEST FOR PROPOSAL NO. 07-C-071 SUBMITTED TO: City of Coral Springs 9551 West Sample Road Coral Springs, Florida 33065 The undersigned Offeror proposes and agrees, if this Proposal is accepted, to enter into an Agreement with CITY to perform and furnish all work as specified or indicated in the Proposal and Contract Documents for the Contract price and within the Contract time indicated in the Proposal and in accordance with the other terms and conditions of the Proposal and Contract Documents. 2. Offeror accepts and hereby incorporates by reference in this Proposal Form all of the terms and conditions of the Request for Proposal and Instructions to Offerors. The Offeror has become fully informed concerning the local conditions, and nature and extent of work, and has examined all Contract Documents, 4. Offeror has given the Purchasing Agent written notice of all conflicts, errors or discrepancies that it has discovered in the Contract and/or Proposal documents and the written resolution thereof by the Purchasing Agent is acceptable to Offeror. Offeror proposes to furnish all labor, services, and supervision for the work describes as follows: ROOF MAINTENANCE, REPAIR, REPLACEMENT & RELATED SERVICES 6. Offeror proposed pricing shall include all labor, materials, supplies, equipment, transportation, shop facilities and any other requirement necessary to perform all required services. All costs to inspect, diagnose, and propose shall be included. The contract term shall be for two (2) years with two (2) additional two (2) year renewal periods available. Costs shall remain firm for the initial two (2) year contract term. Any requested cost increase shall be fully documented and submitted in writing to the Purchasing Administrator at least ninety (90) days prior to any contract renewal term. Any approved cost adjustments shall become effective upon the renewal date of the contract. Description I Cost Page 1 of 7 7 8 6 Hourly labor cost during regular business /per hour hours (Monday thru Friday from 8:00 a.m. to 5:00 .m.) Hourly labor cost for other than regular /per hour business hours, holidays, and weekends. Percentage markup above contractor's cost % of materials. (Contractor to provide the documentation of costs upon request). Acknowledgment is hereby made of the following Addenda (identified by number) received since issuance of the Request for Proposal: Addendum No. Date Addendum No. Date Addendum No. Date Offeror accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the work on time. The following documents are attached to and made as a condition to this Proposal: (a) Proposal and Offeror's Certification (b) Certified Resolution (c) Qualifications Statement (d) Non -Collusive Affidavit (e) Offeror's Foreign (Non -Florida) Corporate Statement (f) References (g) Certificate(s) of Insurance if required by the Special Conditions to the Instructions to Offerors. 10. PLEASE HAVE YOUR INSURANCE REPRESENTATIVE CAREFULLY REVIEW ANY INSURANCE COVERAGES AND CONDITIONS PRIOR TO SUBMITTING YOUR PROPOSAL TO ENSURE COMPLIANCE WITH THE INSURANCE REQUIREMENTS OF THE INSTRUCTIONS TO OFFERORS. 11. The CITY reserves the right to award this contract on the basis of any combination of the above items, or all items, in which the CITY deems in its best interests. 12. The correct legal name of Offeror is: Address: City/State/Zip: Telephone No.: Fax No. Social Security No. or Federal I.D. No.: 13. Communications concerning this Proposal shall be addressed to Page 2 of 7 Telephone No.: Fax No.: Submitted on at the following address: Page 3 of 7 OFFEROR'S CERTIFICATI WHEN OFFEROR IS AN INDIVIDUAL IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of ,200 . Witness Witness State of _ County of By: Signature of Individual Printed Name of Individual Business Address City/State/Zip Business Phone Number The foregoing instrument was acknowledged before me this Day of ,200 _, by who is personally known to me or who has produced as identification and who did (did not) take an oath. WITNESS my hand and official seal. NOTARY PUBLIC (Name of Notary Public: Print, Stamp, or type as Commissioned) Page 4 of 7 OFFEROR'S CERTIFICATION WHEN OFFEROR IS A SOLE PROPRIETORSHIP OR OPERATES UNDER A FICTITIOUS OR TRADE NAME IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of , 200_. Witness Witness State of _ County of Printed Name of Firm By: Signature of Owner Printed Name of Individual Business Address City/State/Zip Business Phone Number The foregoing instrument was acknowledged before me this Day of , 200 _, by who is personally known to me or who has produced as identification and who did (did not) take an oath. WITNESS my hand and official seal. NOTARY PUBLIC (Name of Notary Public: Print, Stamp, or type as Commissioned) Page 5 of 7 OFFEROR'S CERTIFICATION WHEN OFFEROR IS A PARTNERSHIP IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of , 200_. Witness Witness State of _ County of Printed Name of Partnership By: Signature of General or Managing Partner Printed Name of partner Business Address City/State/Zip Business Phone Number State of Registration The foregoing instrument was acknowledged before me this Day of , 200 , by (Name), (Title) of (Name of Company) who is personally known to me or who has produced as identification and who did (did not) take an oath. WITNESS my hand and official seal. NOTARY PUBLIC (Name of Notary Public: Print, Stamp, or type as Commissioned) Page 6 of 7 OFFEROR'S CERTIFICATION WHEN OFFEROR IS A CORPORATION IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of .200 . (CORPORATE SEAL) ATTEST: Printed Name of Corporation Printed State of incorporation By: Signature of President or other authorized officer Printed Name of President or other authorized officer Address of Corporation Secretary City/State/Zip Business Phone Number State of County of The foregoing instrument was acknowledged before me this Day of , 200_, by (Name), (Title) of (Name of Company) on behalf of the corporation, who is personally known to me or who has produced as identification and who did (did not) take an oath. WITNESS my hand and official seal. NOTARY PUBLIC (Name of Notary Public: Print, Stamp, or type as Commissioned) Page 7 of 7 CERTIFIED RESOLUTION I, (Name), the duly elected Secretary of (Corporate Title), a corporation organized and existing under the laws of the State of , do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the Said corporation at a meeting held in accordance with law and the by- laws of the said corporation. IT IS HEREBY RESOLVED THAT (Name) The duly elected (Title of Officer) of (Corporate Title) be and is hereby authorized to execute and submit a Bid and Bid Bond, if such bond is required, to the City of Coral Springs and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Coral Springs shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. I further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. NAME TITLE SIGNATURE Given under my hand and the Seal of the said corporation this day of , 200_ (SEAL) Secretary Corporate Title NOTE: The above is a suggested form of the type of Corporate Resolution desired. Such form need not be followed explicitly, but the Certified Resolution submitted must clearly show to the satisfaction of the City of Coral Springs that the person signing the Bid and Bid Bond for the corporation has been properly empowered by the corporation to do so in its behalf. State of County of that: (1) He/she is the NON -COLLUSIVE AFFIDAVIT )ss. Officer, Representative or Agent) of Bidder that has submitted the attached Bid; being first duly sworn, deposes and says (Owner, Partner, ,the (2) He/she is fully informed respecting the preparation and contents of the attached Bid and of all pertinent circumstances respecting such Bid; (3) Such Bid is genuine and is not a collusive or sham Bid; (4) Neither the said. Bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Bidder, firm, or person to submit a collusive or sham Bid in connection with the Work for which the attached Bid has been submitted; or to refrain from bidding in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Bidder, firm, or person to fix the price or prices in the attached Bid or of any other Bidder, or to fix any overhead, profit, or cost elements of the Bid price or the Bid price of any other Bidder, or to secure trough any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; (5) The price or prices quoted in the attached Bid are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Bidder or any other of its agents, representatives, owners, employees or parties in interest, including this affiant. Page 1 of 2 Signed, sealed and delivered in the presence of (Printed Name) (Title) ACKNOWLEDGEMENT State of _ County of The foregoing instrument was acknowledged before me this day of 200_, by , who is personally known to me or who has produced WITNESS my hand and official seal NOTARY PUBLIC (Name of Notary Public: Print, Stamp, or Type as Commissioned.) as identification and who did (did not) take an oath. Page 2 of 2 -QUALIFICATION STATEMENT The undersigned certifies under oath the truth and correctness of all statements and of all answers to questions made hereinafter: SUBMITTED TO: ADDRESS: SUBMITTED BY: 9/_ ►nW /• ' ."-r City of Coral Springs (Purchasing Administrator) 9551 West Sample Road Coral Springs, Florida 33065 OTD OT U nXTU Corporation Partnership Individual Other TELEPHONE NO. FAX NO. E-MAIL ADDRESS: 1. State the true, exact, correct and complete name of the partnership, corporation, trade or fictitious name under which you do business and the address of the place of business. The correct name of the Offeror is: The address of the principal place of business is: 2. If Offeror is a corporation, answer the following: a. b, C. d. e. Date of Incorporation:_ State of Incorporation:. President's name: Vice President's name: Secretary's name: Page 1 of 4 f. Treasurer's name: g. Name and address of Resident Agent: 3. If Offeror is an individual or a partnership, answer the following: a. Date of organization: b. Name, address and ownership units of all partners: c State whether general or limited partnership. 4. If Offeror is other than an individual, corporation or partnership, describe the organization and give the name and address of principals: 5. If Offeror is operating under a fictitious name, submit evidence of compliance with the Florida Fictitious Name Statute. 6. How many years has your organization been in business under its present business name? a. Under what other farmer names has your organization operated? Page 2 of 4 T Indicate registration, license numbers or certificate numbers for the businesses or professions that are the subject of this Proposal. Please attach certificate of competency and/or state registration. 8. Have you personally inspected the site of the proposed work? M - (N) — 9. Do you have a complete set of documents, including drawings and addenda? (Y) — (N) — 10. Did you attend the Pre -Proposal Conference if any such conference was held? M - (N) _..., 11. Have you ever failed to complete any work awarded to you? If so, state when, where and why? 12. Within the last five (5) years, has any officer or partner of your organization ever been an officer or partner of another organization when it failed to complete a contract? If so, explain fully. 13. List the pertinent experience of the key individuals of your organization (continue on insert sheet, if necessary). 14. State the name of the individual who will have personal supervision of the work: Page 3 of 4 THE OFFEROR ACKNOWLEDGES AND UNDERSTANDS THAT THE INFORMATION CONTAINED IN RESPONSE TO THIS QUALIFICATIONS STATEMENT SHALL BE RELIED UPON BY OWNER IN AWARDING THE CONTRACT AND SUCH INFORMATION IS WARRANTED BY OFFEROR TO BE TRUE. THE DISCOVERY OF ANY OMISSION OR MISSTATEMENT THAT MATERIALLY AFFECTS THE OFFEROR'S QUALIFICATIONS TO PERFORM UNDER THE CONTRACT SHALL CAUSE THE OWNER TO REJECT THE PROPOSAL, AND IF AFTER THE AWARD TO CANCEL AND TERMINATE THE AWARD AND/OR CONTRACT. Signature State of _ County of The foregoing instrument was acknowledged before me this day 200—by who is personally known tome or who has produced as identification and who did (did not) take an oath. WITNESS my hand and official seal, NOTARY PUBLIC (NAME OF notary Public: Print, Stamp, or type as Commissioned) Page 4 of 4 FOREIGN (NON-FLORIDA) CORPORATIONS MUST COMPLETE THIS FORM DEPARTMENT OF STATE CORPORATE CHARTER NO. If your corporation is exempt from the requirements of Section 607,1501, Florida Statutes, YOU MUSTCHECK BELOW the reason(s) for the exemption. Please contact the Department of State, Division of Corporations at (850) 245-6051 forassistance with corporate registration or exemptions. 607.1501 Authority of foreign corporation to transact business required. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Department of State. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1): (a) Maintaining, defending, or settling any proceeding. (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs. (c) Maintaining bank accounts. (d) Maintaining officers or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities. (e) Selling through independent contractors. (f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property. (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (i) Transacting business in interstate commerce. (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature. (k) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired. (1) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner. (m) Owning, without more, real or personal property. (3) The list of activities in subsection (2) is not exhaustive. (4) This section has no application to the question of whether any foreign corporation is subject to service of process and suit in this state under any law of this state. Please check one of the following if your firm is NOT a corporation: (I) Partnership, Joint Venture, Estate or Trust (II) Sole Proprietorship or Self -Employed NOTE: This sheet MUST be enclosed with your bid if you claim an exemption or have checked I or 11 above. If you do not check I or II above, your firm will be considered a corporation and subject to all requirements listed herein. BIDDER'S CORRECT LEGAL NAME SIGNATURE OF AUTHORIZED AGENT OF BIDDER REFERENCES In order to receive Bid Award consideration on the proposed bid, it is a requirement that the following "Information Sheet" be completed and returned with your bid. This information may be used in determining the Bid Award for this contract. BIDDER (COMPANY NAME): ADDRESS: TELEPHONE NO:_ ( ) CONTACT PERSON: NUMBER OF YEARS IN BUSINESS: ADDRESS OF NEAREST FACILITY: TITLE: LIST THREE (3) COMPANIES OR GOVERNMENTAL AGENCIES WHERE THESE SERVICES HAVE BEEN PROVIDED 1N THE LAST YEAR: COMPANY NAME: ADDRESS: TELEPHONE NO: ( ) CONTACT PERSON: DATE SERVICE PROVIDED: 2. COMPANY NAME: ADDRESS: TELEPHONE NO: ( ) CONTACT PERSON: DATE SERVICE PROVIDED: 3. COMPANY NAME: ADDRESS: TELEPHONE NO: CONTACT PERSON: DATE SERVICE PROVIDED: TITLE: TITLE: TITLE: September 2, 2011 City of Tamarac Re: 752.5 NW 88°i Ave. Tamarac, Florida 33321 Attn: Mr. Dave Moore/Mr. Jack Strain 954.597,3725 • Fax 954.597.3710 lqbcoou AT THE TOP OF THE ROOFING PROFESSION Commercial I Institutional I Residential Roofing I Sheetmetal I PV Solar Contractors City of Tamarac City Hall Roof Replacement Thank you for allowing Roof Doctors South Florida, Inc (RUSK') and its affiliate Rooting Concepts Unlimited/Fl. Inc., ("RCU") the opportunity to inspect and quote on your roofing needs at the above -specified location. We propose to furnish all labor, material and equipment necessary to complete the roofing work as per the following specifications and accordance to the terms and conditions of the City of Coral Springs Contract No. 07-C-071. RooLTear Off Deck Preparation: Utilizing power brooms or roof vacttt1111, we shall remove all loose dirt, debris and gravel from roof surface. Power cut and remove all exiting built up roofing /metal flashings down to the top of the existing lightweight insulating concrete or to a smooth workable substrate. Lightweight concrete deck repair/replacement shall be performed if found necessary after root' preparation for the stun of eight dollars ($8.00) per square foot. All debris will be hauled away daily and disposed of at a legal dump site by Roofing Concepts Unlimited/FL, Inc. New Roofing S eci rcatiorrs: So renaa SBS Modi red Bittrm a Roo S stem; ApEroxiMale& 24,600 Square Feet- Cit I Hall: Twenty (20 Year NDL Mann aeturers WarranI ; l . Over existing lightweight concrete deck, we shall install one (1) ply of Soprema Soprabase polyester base sliect properly anchored to deck using Twin Lock nails as per local code.(NOA#10-0408.08) 2. Over base sheet, we shall install a base layer of Sopretmr Elastophene 180 Sanded modified bitumen base sheet, mopping each sheet in place using hot type IV roofing asphalt. 3. Install new lead sleeve flashings on all plumbing vent stack pipes. 4. Furnish and install all new four (4") inch perlite cant strip at parapet walls, roof curbs and vertical transitions to provide the 45' degree angle required for base flashing. FL STATE LIC.: ItCCC-036963 / #CGC-059557 A Roof Doctors South Florida Affiliated Company THINK GREEN - GO SOLAR o;;, 1h::ho vr, Attn: City of Tamarac- Purchasing September 2, 2011 Page 2 of 5 RE. Complete Re -Roof@ City Hall 5. Over the Soprenra Elastoplrene 180 Sanded we shall then position the Soprema Sopralene 250 GR FR starting at the low point of the roof mopping each sheet in place using hot type IV roofing asphalt. 6. Provide and install new Soprenra Alsan flashing at all pipe /solar system support penetrations and or irregular roof penetrations. 7. Flash all interior parapet walls to an 8" height above roof and up and over at perimeter parapets, drains, penetrations and curbs watertight using Soprenra F,lastolMette 180 Scrolled atul 9oprenru Sopralene 250 GR modified bitumen membrane in strict accordance to manufacturer specifications. 8. Provide and install a sacrificial layer of Soprenra Sopralene 250 GR under all solar system ballast pans, pipe supports and lightning protection clamps to protest the new surface membrane. 9. Provide and install new Miro CS-12 pipe supports to replace masonry blocks currently being utilized. Sheetnretal Fabricalloto I Itistallation: Miscellaneous Itistallations: I . Shop fabricate and install all new .032 Kynar coated aluminum surface mounted counter flashing at all high walls and curbs. Counterflashing to be caulked watertight with Vulkum #116. 2. Shop fabricate and install all new .032 Kynar coated aluminum coping cap (color to be owner's choice from standard color chart) with .040 mil finished wind cleat to replace existing. 3. Shop fabricate and install all new .032 Kynar coated aluminum overflow scuppers. 4. Shop fabricate and install all new 24-gauge galvanized line jacks/pipe chases to replace existing. S. Shop fabricate and install all new .032 Kynar coated aluminum overflow scuppers to replace existing. All of the above work as outlined will be completed in a first class workmanlike manner and to meet or exceed current Florida Builcling Code. Lightning Protection: The existing lightning protection system will be removed, stored, reinstalled per UL 96 & UL 96A Standards for Lightning Protection Systems. Exclusions: Painting of any kind, carpentry work including wood nailers or blocking if found needed, air conditioner or mechanical work of any kind, electrical work, custom colors of sheet metal components, asbestos or bonded pull tests, moisture surveys, bonds or any work not specified in writing. ualit Assurance: 1tDSF/Roofing Concepts Unlimited/Fl. Inc., (RCU) has only skilled roofing mechanics, directed by a competent superintendent, with extensive experience and working knowledge with the manufacturer's methods of installation under its employ. . w r ■ ■ ■ ■ r r ■ ■ r r w w ■ w ■ ■ ■ r r ,■ w w x �Y �y m ■ r r ■ r r w w r ■ ■ w ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ r �;�lt����� :1. A Roof Doctors South N—do AfG6a)ed Compony I's h, OWY 0-- h— rI IINK GO, EN ••- cJc:) SOI.AR Attn: City of Tamarac- purchasing September 2, 2011 Page 3 of 5 RC: Coiinplere Re -Roof (i, City Nall Starting Area: A staging area must be provided for our trucks/equipment during tile course of roof project. Fees and Permits: All permit fees are included in our contract price. Upon acceptance of contract, please submit a legal description of your property and the tax folio number. This information is located on your property tax bill. Asbestos Containin Materials: This proposal is based on the assumption that the existing roof does not contain asbestos or any material containing asbestos. RDSF/Roofing Concepts Unlimited/Fl. Inc;, (RCU) is not engaged in the identification, abatement, encapsulation or removal of asbestos or asbestos -containing materials and will not be responsible for asbestos abatement or removal. in the event that asbestos or material containing asbestos is discovered prior to or during the course of the work described in this proposal, RDSF/Roofing Concepts Unlimited/Fl. Inc., (RCU) reserves the right to rescind this contract and receive payment for work performed or suspend its work for a reasonable period of time while owner engages a firm specializing in the removal and disposal of asbestos to remove the asbestos from the work site, RDSF/Roofing Concepts Unlimited/Fl. Inc., (RCU) shall be entitled to reasonable compensation for extra expenses incurred by contractor as a result of the presence of asbestos -containing material at the work site. RDSF/Roofing Concepts Unlimited/Fl. inc., (RCU) shall be reimbursed by owner for any costs that result from Federal, State, County or City pre job asbestos testing that is required. RDSF/Roofing Concepts Unlimited/Fl. Inc., (RCU) is not responsible for any claims, demands or damages arising out of the removal of asbestos from the work site and the owner, by accepting this proposal, agrees to release contractor form any such claims, demands or damages. The owner, in consideration of contractor performing the work in this contract, hereby agrees to indemnify, defend and hold harmless RDSF/Roofing Concepts Unlimited/Fl. hle., (RCU) front and against any and all liability, damages, losses, claims, demands, or lawsuits arising out of or relating to the presence of asbestos or asbestos -containing material at the work site. Pertnittin and Testin : Permitting and testing that is required to secure a roofing permit is included in our bid proposal. The following tests will be completed in order to pull your permit. • Engineered signed and sealed design wind pressure calculations. • Metro Dade Product Approval NOA for tile proposed system. • Roof Plan with elevation of deck and parapet walls. • Perform fastener test procedure for field withdrawal resistance in accordance with Florida Building Code 2004 Edition -Testing Application Standard TAS 105-95.1. • Provide roof attachment and engineered fastening pattern in accordance with ASCE 7-02. and Florida Building Code 2004 Edition Roof Application Standard RAS 117. • Notice of Commencement filing with the county and fees before the start of the project. Ceilin s: RDSF/Roofing Concepts Unlimited/FI. Inc., will not assume or accept any responsibility or liability for darnaged stained ceilings, cracked or falling plaster, insulation, acoustical tile caused before, during or after work is completed, nor for repainting or refinishing of damaged areas. Safe Policy; RDSF/Roofing Concepts Unlimited/FL. Inc. is a Drug and Alcohol Free Workplace and practices on -going safety policies. All required OSHA perimeter warning systems and ground barricades to protect pedestrians and building occupants will be utilized. ...: ■ ■ ■ ■ ■ ■ ■ ■ w w w ■ ■ r ■ ■ ■ ■ ■ ■ ■ ■ ■ r x 4 � w w r ■ ■ ■ ■ ■ r ■ w r w r rr w r r w r r ■ ■ H(��% —2 w A Roof Doctors South Florida Affrholed Company r�'cinr nary Urtu. THINK GRFFN ..... C:;O K)LAK Attn: City of Tamarac- Purchasing September 2, 2011 Page 4 of 5 RE: Complete i7e-Roof (q), City Hall RDSF/Roofing Concepts Unlimited/FL, Inc, takes job safety Efrj seriously and abides by the rules as set forth and enforced by local OSHA officials. Clean Up: The grounds and common areas, including roof top debris of this project will be promptly cleaned on a daily basis. Required Roof WSlope: The existing roof slope is going to be utilized in the new roof application. RDSF/ Roofing Concepts Unlimited/FI., Inc. assurnes no responsibility for, or liability arising from, roofs not meeting minimum 1/4" in 12" slope as required by the Rorida Building Coele and/or any other prevailing municipality, county or state requirements. There is no guarantee against pending water. Propertl Protection: It will be the responsibility of the city's project management team to advise the building occupants as to the schedule of this project. RDSF and or Roofing Concepts Unlimited/171,, Inc. shall provide city with a projected schedule. Each owner will be responsible for moving their vehicles to another parking location or sheltered area. RDSF /Roofing Concepts Unlimited/FL, Inc. assumes no responsibility whatsoever for damage to vehicles, shrubs, flower beds, landscaping or the like, caused by airborne dust or small pieces of flying debris that may not be possible to contain. Included In. Our Price Are: Taxes, insurances, licenses, permit fees, pre job start videotaping of all top floor units interiors and the entire building exterior to document pre-existing damages, Insurance: We are fully covered by Workman's Compensation and Public Liability Insurance. Unforeseen Conditions: This contract is based on visual conditions. Should unforeseen conditions arise that could not be determined by visual inspection, such additional work shall be performed on a time and material or firm basis, after owner or his agent has been notified of such. The owner will be notified by Roof Doctors South Florida, tile. (RDSF) and/or Roofing Concepts Unlimited/FI. tile., (RCU) if any unforeseen conditions arise. Guarantee: Upon payment in full, Roof Doctors South Florida, Inc. (RDSF) and its affiliate Roofing Concepts Unlimited/FI. Inc. shall guaranty the roof system against defects in workmanship for a period of five (5) years and provide city with all additional twenty (20) year Soprema manufacturer's NDL warranty. Price: All of the work as outlined above will be completed for the Sum of Two Hundred Sixty - Otte Tltousarul, Otte Hundred (S261,100.00) Dollars. Lump sum pricing is based on per square foot basis of comparable project in size and scope for roof replacement of the City of Coral Springs City Hall -North building under our annual contract No. 07-C-071, Material Price Volatility: The roofing industry is currently experiencing rapidly escalating and unpredictable prices for petroleum -based roofing products, steel and transportation costs. The pricing of ►nany roofing products is currently subject to sudden and significant changes beyond the control of roofing contractors. Because of the difficulty in obtaining firm prices for petro I eurn -based, steel products or insulation from suppliers, Roof Doctors South Florida, Inc. attd its affiliate Roofitrg Concepts U►rlinriled/Fl., Inc. cannot provide fixed, firm prices for these �tive Ili A Root Dodors South FI-ido Af ,holed Compony nt d, THINK CpKFPM C;C) SOLAR Attn: City of Tamarac- Purchasing September 2, 2011 Page 5 of 5 RE: Complete Re -Roof (a; City Hall products for roofing projects. If there is an increase in the price paid by Roof Doctors South Florida, Inc. and or Roofing Coirceps OtUn dlLed/FI., Inc. for asphalt, polyisocyanurate, steel or other materials, including transportation charges, the amount of this proposal/contract shall be similarly increased to reflect and cover the increased costs to obtain the materials for your project upon written documentation of the increased charges. Payment Schedule: To be paid 30% deposit upon acceptance of contract, 30% upon 50% completion, 30% upon 100% completion, 10% upon issuance of ►material supplier releases of lien, manufacturer's warranty and final inspection from city inspectors. Terms: Because we try always to be price competitive, our terms are net upon receipt of invoice. All payments become past due ten (10) days from invoice date and will have a service charge of 1 1/2% per month (1 S% per year) added to the original purchase price. Customer is liable for all attorney fees incurred by RDSf /RCU should it prevail in an action to collect any money due hereunder. '['his proposal and attached terms and conditions reads as a binding contract when both parties have executed on the signature lines below. The attached additional Terms and Conditions are incorporated herein by references as integral to this contract. Your acceptance to this most valued contract, signed on the original and returned to this office, Shall constitute a contract between us. Accepted by: Date: Roof Doctors So FI Ufa, Inc Roofing Conce ttlimtted/FL, Inc. Michael Jacobazzi President/CEO Revised 10126/2011 Qyay. th� ROO5 1-1 LIP MPRA51.11. � 'rw+ � / ■ ■ ■ ■ ■ w ■ ■ w ■ w w w r w ■ ■ w w ■ w w w x 1 k"� ^ w w w w M w • ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ • ■ • ■ ■ ■ ,!4't A Roof Dorton South Florido Afhhwed Company n•. rno o,.�� TKNK GR IN GO SOLAR "Terms And Conditions r ghct Revision a. Guidelines: The project will be constructed in strict conformance to the plans and specifications which have been examined and approved by the Customer or its a rchi tars/engineers, b. Compliance: The project will be completed in strict compliance with all laws, ordinances, rules and regulations of the applicable governmental authority at the time the proposal is given. If an applicable law or code changes, impacting the cast of the work, Customer will be responsible for all cost increases. c. Control: The agreement, plans and specifications are intended to supplement each other, in case of conflict, the plans will control the specification and the Agreement provisions will control both. INITIALS ll. Modal Rights And Responsibility: a. Taxes, Assessments and Charges: Taxes, special assessments of all descriptions or charge as required by the permitting authority will be paid for by Customer exclusive ofpermilting fees. b. Change Orders: As directed by the customer, construction lender, public body or inspector, any alteration or deviation from the specifications that cause an increase in the cost of the work shall be paid by the Customer. c. Allowances: If the Agreement price includes allowances, and the actual cost of the item is greater or less than the allowance then the agreement price will be adjusted accordingly. d. Bankruptcy: If Customer becomes bankrupt or insolvent and is unable to make payments due under the agreement, RCU has the right to terminate this agreement in addition to pursuing any and all remedies available to it. INITIALS I11. (MUTAStors Rights And RespQIIs-L49lt1VU a. Delay: RCIJ will be excused for any and all delays beyond its reasonable control. These delays may include but are not limited to, acts of god, labor disputes, inclement weather, acts of public authorities, acts of a customer or other unforeseen conditions. b, Right to stop work: If any payment on this agreement is not made when due, RCU may suspend work on the job until such time as all payments due have been paid. c. Substitution of Materials: RCU May substitute materials without notice to the (:'ustomer in order to allow work to proceed, provided that the substituted materials are of mu lesser quality then those listed in the specifications. INITIALS 1%: Completion of ProKgl a. Notice: Client agrees to sign a Notice Of Completion within five (5) days after an approved final inspection of the project. If the project passes final inspection and the client does not sign the notice, RCU may act as the client's agent and sign the notice. INI'1'IAI,.S l: C;eneral }'rovi ini if, Attorney fees and interest: RCIJ is entitled to receive interest at the maximum allowed by Florida law (18%), court costs and attorneys fees incurred in collecting any :unpunts not paid when due and with respect to any dispute arising from the Agreement. I.l. Lin—litotions: No action relating to this project may be commenced by the custorner against RCU more than one (1) year after the completion of the work except as related to any wrilicn guarantees or warranties. c. Notice: Any notice required under this provision may be given by certified or registered mail at the addresses contained in the agreement. d. Prohibition Of Assignment: The customer may not assign this contract or agreement without the written consent of RCU. c. Governance: This agreement shall be construed in accordance with the laws of the State of Florida. Venue of any and all disputes shall be in Broward County, Florida. Jr. Cancellation: if this agreement is cancelled by the Customer within seven (7) days from the date of execution, Customer shall forfeit 50% of any deposit made toward this Agreement. RCIJ may cancel the Agreement and return the full deposit to the Customer at any time prior to the commencement of the work at the job site without any further liability to Customer. a. Liability: R responsi Kll'ror da�;es or 1h.1 difficulties, priorities, str ke , dents, wars, Acts of Gott 1 will exercise reasonable care when pt n the work, but shrubbery, screening, pipes, or cables above or d circumstances. Customer waives any and all rights to seek ar components that may result in damage to the structure not limited to, metals, shingles, cement tiles i c of screening, rain gutters and art. tNt1IAt.,) /, eitheT�f'pr c,,, lc'ncctner f or during the work described herein, on account of trans art.ticig udder rain storms, storms, other casualty or then, or other cat control. RCU anno held espon . c in any matter for dama cs all driveways, foliage, septic tanks, RCU wil t e d responsible for age to the exterior of interior of the premises under any •"Tyr -rise ential rom RCU. Customer is urged to cover furniture and otherwise protect RCU reserves t i to correct all problems, conditiopeand workmanship rcqujV,44tJairs or maintenance automatically and irr ocably terminates any arch color, size and brand of any existing roofing materials, such as, but etc„ het uneven to c or the changing colors; materials; nor for any breaking :re RCU is found re risible. Failure by the C'ustvmer U to perform the rantees anti/or other obligations of RCU. INttIALb VII. Cat Gan SV." a. There shall be no guarantees, nor liabilities on RCU after work is completed, except as may be provided in this proposal by a reference to specifications covered in the proposed work, or as may be provided in this proposal, however, any such reference andlor provision shall be strictly construed only as an obligation on RCU to issue a written guarantee upon completion if the work. It is mutually agreed that guarantees should only be binding on RCU to the extent that they are in writing and issued in accordance with this proposal and that whenever RCU, upon completion of the work, shall issue to the Customer such a written guarantee, the liability of RCU shall be limited to the Terms and Provisions of the such guarantee and confined to the work done hereunder. WITH RESPECT TO ANY PRODUCTS UTILIZED OR INCORPORATED INTO ANY WORT( SPECiFIE:D IN THE AGREEMENT, RCU NIAICE.S NO WARRANTiES, EXPRESS OR IMPLIED, AS TO THE hIERC:IIANTABILYIN, FITNESS FOR A PARTiCULAV PURPOSE OR ANY OTHER MATTER, AS PROVIDED FOR BY APPLICABLE LAW. GUARANTEES ARE NOT TRENSFERRABLE UNLESS AGREED TO IN WRITING RY RCU. INIT'IAI.S SIGNATURF.